HomeMy WebLinkAboutContract 53502 Q 7Y FECRETARY
-ot��P CONTRACTOR SERVICES AGREEMENT
G�lcs�Q CAPITAL CONTROL INDUCTION UNITS
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 Hartwell Environmental Corp.
("Contractor"), an entity authorized to perform work in Texas, acting by and through its duly authorized.
This Agreement shall be effective as of the Effective Date established herein.
AGREEMENT DOCUMENTS:
The additional documents comprising this Contractor Services Agreement shall include the
following:
1. Attachment A—Standard Terms and Conditions Parts I and II
2. Attachment B—The City's Sole Source Scope Request;
3. Attachment C—Contractor's Response to City's Sole Source Request;
4. Attachment D—Insurance and Bonds;
5. Attachment E-Verification of Signature Authority Form;
6. Attachment F—Conflict Of Interest Disclosure Requirement;
7. Attachment G—Vendor's Contact Information.
Attachments A - D, are incorporated herein and made a part of this Agreement for all purposes. In the
event of any conflict between the terms and conditions of Attachments A-C and the terms and conditions
set forth in the body of this Agreement,the terms and conditions of this Agreement shall control.
1. SCOPE OF SERVICES
Contractor hereby agrees to provide OEM/Capital Control Induction Units Parts for the City of
Fort Worth Water Department as per Attachments B and C which more specifically describe the
services to be provided hereunder.
2. TERM
This Agreement is effective as of the date subscribed below by the City's designated Assistant
City Manager ("Effective Date") and shall expire on the immediately following September 30'h ("Initial
Term"). Upon the expiration of the Initial Term,the Agreement shall renew automatically under the same
terms and conditions for up to four (4) one-year renewal periods (October 1 to September 30) and for a
fifth renewal period which shall expire on the month and day of the Effective Date creating a five year
total duration. City may elect or Contractor may request a non-renewal by providing the other party with
notice of same at least 60 days before the expiration of the Initial Term or any renewal period.
3. COMPENSATION
City shall pay Contractor in accordance with the provisions of this Agreement and Attachment B.
The annual contract amount under this Agreement, per term, shall be the amount-0; of up to
$300,000.00("Contract Amount"). For any term that is less than a full year,the Contract Amount shall be
pro-rated based on the number of calendar months in the term and work performed. The Contract Amount
shall not change in any subsequent renewal period, except as provided in the ITB. 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
SOLE SOURCE—Hartwell Environmental Page 1 of 24
Contractor Services Agreement
for any additional expenses of Contractor not specified by this Agreement unless City first approves such
expenses in writing.
4. TERMINATION/CANCELLATION
Termination: The City reserves the right to terminate this agreement, or any part hereof, with or
without cause, for its sole convenience. The City shall deliver to Contractor a written "Notice of
Termination" specifying the extent to which performance of work or the goods to be purchased under the
order is terminated and the date upon which such termination becomes effective.
In the event of such termination, the Contractor shall immediately stop all work hereunder and
shall immediately cause any and all of its suppliers and subcontractors to cease work. The Contractor
shall be paid a percentage of the agreement price reflecting the percentage of the work performed prior to
the notice of termination, plus reasonable charges the Contractor can demonstrate to the reasonable
satisfaction of the City, incurred as a result of the termination. In no event shall the total of all amounts
paid to the Contractor under this section exceed the price stated in the Agreement. The Contractor shall
not be reimbursed for any profit which may have been anticipated, but which have not been earned up to
the date of termination.
Cancellation: City shall have the sole right to cancel this contract prior to the commencement of
work should there be a change in the need for the product or services as determined by the Department
Head or his/her Assistant City Manager.
Non-Appropriation of Funds: In the event no funds or insufficient funds are appropriated and
budgeted in any fiscal period for payments due under this contract, then City will immediately notify
Contractor of such occurrence and this contract shall be terminated on the last day of the fiscal period for
which funds have been appropriated without penalty or expense to City of any kind whatsoever, except to
the portions of annual payments herein agreed upon for which funds shall have been appropriated and
budgeted or are otherwise available.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION
Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full
disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under
this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Contractor hereby agrees immediately to make full disclosure to City in writing.
Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that
it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
Unauthorized Access. Contractor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in
any way. Contractor shall notify City immediately if the security or integrity of any City Information has
been compromised or is believed to have been compromised, in which event, Contractor shall, in good
faith, use all commercially reasonable efforts to cooperate with City in identifying what information has
been accessed by unauthorized means and shall fully cooperate with City to protect such City Information
from further unauthorized disclosure.
SOLE SOURCE—Hartwell Environmental Page 2 of 24
Contractor Services Agreement
6. INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Contractor shall operate as an independent Contractor
as to all rights and privileges and work performed under this Agreement, and not as an agent,
representative or employee of City. Subject to and in accordance with the conditions and provisions of
this Agreement, Contractor shall have the exclusive right to control the details of its operations and
activities and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, consultants and subcontractors. Contractor acknowledges that the doctrine of respondeat
superior shall not apply as between City, its officers, agents, servants and employees, and Contractor, its
officers, agents, employees, servants, Contractors and subcontractors. Contractor further agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between City and
Contractor. It is further understood that City shall in no way be considered a co-employer or a joint
employer of Contractor or any officers, agents, servants, employees or subcontractor of Contractor.
Neither Contractor, nor any officers, agents, servants, employees or subcontractor of Contractor shall be
entitled to any employment benefits from City. Contractor shall be responsible and liable for any and all
payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or
subcontractor.
7. LIABILITY AND INDEMNIFICATION
LIABILITY- CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL 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 AND BONDING
Contractor shall provide City with certificate(s) of insurance documenting policies of the types
and minimum coverage limits and performance and/or payment bonds (if required) each to be in effect
prior to commencement of any work pursuant to this Agreement as provided for in Attachments D or D-1
(if applicable).
SOLE SOURCE—Hartwell Environmental Page 3 of 24
Contractor Services Agreement
10. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS
Contractor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal,state and local laws,ordinances,rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations as set forth in Attachment A, Part 11, 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-DISCRIlYIINATION 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 LL4BMITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD
CITY HARMT.F.SS 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 Contractorsiness name
Attn:Darla Morales of-�tLW)bu 1 (Wy1 0rw"j
200 Texas Street -Sail Wx$—Af amaS Lafte
Fort Worth,TX 76102-6314 Perilm4i)ll T1L`M Ito
Email:Darla.Morales@fortworthtexas.gov Phone: %I-j-y q 6_95X
Phone: 817-3924932 Facsimile: - 1
Facsimile:(817)392-8654 Email: V-\O_N MQ Or%
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.
SOLE SOURCE—Hartwell Environmental Page 4 of 24
Contractor Services Agreement
14. GOVERNMENTAL POWERS
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
15. NO WAIVER
The failure of City or Contractor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Contractor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
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
SOLE SOURCE—Hartwell Environmental Page 5 of 24
Contractor Services Agreement
Attachment A, Part I, Sections 9-13. 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.
22. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Contractor, unless a sole proprietor, acknowledges that in accordance with Chapter 2270 of the
Texas Government Code, if Contractor has 10 or more full time-employees and the contract value is
$100,000 or more, the City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel' and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this contract, Contractor certifies that Contractor's signature provides written
verification to the City that if Chapter 2270,Texas Government Code applies, Contractor: (1) does
not boycott Israel; and (2)will not boycott Israel during the term of the contract.
23. LICENSES AND PERMITS
Contractor certifies that on the day work is to commence under this contract, and during the
duration of the contract, it shall have and maintain current valid and appropriate federal and state licenses
and permits necessary for the provision of services under this contract.
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
SOLE SOURCE—Hartwell Environmental Page 6 of 24
Contractor Services Agreement
proper order, resolution, ordinance or other authorization of the entity. This Agreement and any
amendment hereto,may be executed by any authorized representative of Contractor whose name,title and
signature is affixed on the Verification of Signature Authority Form, which is attached hereto as
Attachment E.Each party is fully entitled to rely on these warranties and representations in entering into
this Agreement or any amendment hereto.
ACCORDINGLY, the parties hereto have duly executed this Agreement and established the
Effective Date as being the date subscribed by the City's designated Assistant City Manager.
CITY OF FORT WORTH: CONTRACTOR:
By: By:
Name: z6a Wrghdo game)Title: Assi t City anager itl - VCr4��
I Date:
Date: L0, 10
APPROVAL RECON�VI��DED: l .
By:
Name: Chris Harder
Title: dater Department Director
ATTES
By:
Na e: Mary J.Kayser
Title: City Secretary
APPR O ID RM AND LEGALITY: CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
BY responsible for the monitoring and
Naouglas W Black administration of this contract,including
Title: Sr.Assistant City Attorney ensuring all performance and reporting
CONTRACT A*JTHORIZATION: requirements.
M&C: vW-603(-
Date: I-/4-o2
1295#02 0-,57 0
By: 404
N e:Dar a ora es
Title: Parts Material Supervisor
SOLE SOURCE—Hartwen Environmental Page 7 of24 O
FFICIAL REC
ORD Contractor Services Agreement
Y SECRE
WORT
ATTACHMENT A
PART-I
SPECIFIC TERMS AND CONDITIONS
1.0 CHANGE IN COMPANY NAME OR OWNERSHIP
The Contractor shall notify the City's Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The president
of the company or authorized official must sign the letter. A letter indicating changes in a
company name or ownership must be accompanied with supporting legal documentation such as
an updated W-9, documents filed with the state indicating such change, copy of the board of
director's resolution approving the action, or an executed merger or acquisition agreement.
Failure to do so may adversely impact future invoice payments.
2.0 INVOICING REQUIREMENTS
2.1 All invoices should be submitted directly to the contracting Department. It is the
responsibility of the Contractor to obtain the name and contact information of the Department's
project manager to whom invoices shall be submitted.
2.2 A properly prepared invoice shall be typewritten or computer printed and shall include
the Contractor's name, phone number/email address, federal tax identification number, Sole
Source number or invoice number, address, date, service or item description, unit price, extended
cost, and City issued purchase order number. Incomplete or inaccurate invoices may result in
delayed payments,as they shall be returned to the Contractor for correction and re-submittal.
2.3 Under no circumstances will the City be responsible for goods or services provided
without an Agreement signed by an authorized city representative.
3.0 UNIT PRICE ADJUSTMENT
3.1 The unit prices may be adjusted for increases or decreases in Contractor's cost during a
renewal period but not before the effective date of a renewal and only upon written request from
the Contractor.
3.2 The Contractor must submit its price adjustment request, in writing, at least 60 days
before a renewal effective period. The Contractor shall provide written proof of cost increases
with price adjustment request.
3.3 If the City does not accept the proposed rate increase,the City reserves the right to adjust
the rate request, or reject the rate request in its entirety and allow the contract to expire at the end
of the contract term.
3.4 Prices adjusted with a renewal, shall remain firm for each correlative term of the
Agreement.
3.5 Upon expiration of the Agreement term, Contractor shall remain obligated to the City
under all clauses of this Agreement that expressly or by their nature extends beyond and survives
the expiration or termination of this Agreement.
3.6 Goods and/or services shall not be suspended by the Contractor without a 30 day prior
written notice to the City.
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Contractor Services Agreement
4.0 QUANTITIES
The quantities listed on the Part I-A Bid Solicitation Form are estimates and do not indicate intent
to purchase a certain amount or any amount. The City of Fort Worth is obligated to pay for only
those materials and services actually ordered by an authorized City employee and then received
as required and accepted by the City.
5.0 INSURANCE AND BONDING REQUEREMENTS
Insurance requirements are found in the Agreement,Attachment D.
A valid certificate of insurance shall be provided with the signed Agreement. Failure to provide
such information within five (5) calendar days thereof may be grounds for termination of the
Agreement.
Policies shall have no exclusions by endorsements which nullify the required lines of coverage,
nor decrease the limits of said coverage unless such endorsements are approved by the City. In
the event a contract has been bid or executed and the exclusions are determined to be
unacceptable or the City desires additional insurance coverage, and the City desires the
Contractor to obtain such coverage, the contract price shall be adjusted by the cost of the
premium for such additional coverage plus 10%.
When Payment and/or Performance Bonds are required as per Texas Government Code Chapter
2253, et seq., as amended, the Contractor must provide the bonds in the amounts and on the
conditions required, within 14 calendar days after notification of award, or as otherwise required.
A Payment Bond is required for a contract greater than $50,000 and a Performance Bond is
required for a contract greater than$100,000.
If said bonds are required,the forms will be attached to the Agreement as Attachment D-1.
6.0 COMPLAINTS
Complaints processed through the City Purchasing Division are to be corrected within fourteen
(14) days of formal notice of complaint. Written response to the Purchasing Division is required.
Failure to properly resolve complaints within the fourteen (14) calendar day time period may
result in the cancellation of the applicable line item(s) in the price agreement.
7.0 SUBCONTRACTING
Subcontracting of the work under this Agreement will be allowed provided Contractor notifies the
Project Manager at least 24 hours in advance. If Contractor intends to engage a subcontractor(s)to
perform any of its obligations herein, subcontractor(s) shall agree to be bound by the duties and
obligations of Contractor under the Contract as such duties and obligations may apply. Contractor
shall, upon request, provide City with a fully executed copy of any agreement making such
subcontract.
8.0 DELIVERY
8.1 Delivery shall be F.O.B. Destination and all other delivery charges shall be included in
the unit price. The person placing the order will provide delivery and billing information. No
additional charges for expenses, freight, mileage, time, or similar items will be accepted or paid
by the City.
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Contractor Services Agreement
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.
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.
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Contractor Services Agreement
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 such by 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:
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
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Contractor Services Agreement
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 (3 0) days after request is made by City in writing and
received by Contractor. Notice is considered to have been received upon hand delivery, or
otherwise in accordance with the Notice provisions of this contract. Failure to make such refund
shall constitute breach and cause this contract to terminate immediately.
13.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
13.1 If applicable to the services being provided, the CONTRACTOR warrants that all
Deliverables, or any part thereof, furnished hereunder, including but not limited to:
programs, documentation, software, analyses, applications, methods, ways, and processes
(in this Section each individually referred to as a "Deliverable" and collectively as the
"Deliverables,")do not infringe upon or violate any patent,copyrights,trademarks, service
marks,trade secrets, or any intellectual property rights or other third party proprietary
rights,in the performance of services under this Agreement.
13.2 If applicable to the services being provided, CONTRACTOR shall be liable and
responsible for any and all claims made against the City for infringement of any patent,
copyright, trademark, service mark, trade secret, or other intellectual property rights by
the use of or supplying of any Deliverable(s) in the course of performance or completion of,
or in any way connected with providing the services, or the City's continued use of the
Deliverable(s) hereunder.
13.3 If applicable to the services being provided, CONTRACTOR agrees to indemnify,
defend, settle, or pay, at its own cost and expense, including the payment of attorney's
fees, any claim or action against the City for infringement of any patent, copyright,
trademark, service mark, trade secret, or other intellectual property right arising from
City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it
being understood that this agreement to indemnify, defend, settle or pay shall not apply if
the City modifies or misuses the Deliverable(s). So long as CONTRACTOR bears the cost
and expense of payment for claims or actions against the City pursuant to this section 8,
CONTRACTOR shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or compromise
any such claim; however, City shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City
agrees to cooperate with CONTRACTOR in doing so. In the event City, for whatever
reason, assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under this Agreement, the City
shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such
claim; however, CONTRACTOR shall fully participate and cooperate with the City in
defense of such claim or action. City agrees to give CONTRACTOR timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
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
SOLE SOURCE— Page 12 of 24
Contractor Services Agreement
restrained or,if as a result of a settlement or compromise, such use is materially adversely
restricted, CONTRACTOR shall, at its own expense and as City's sole remedy, either: (a)
procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s)with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to CONTRACTOR, terminate this Agreement, and refund all
amounts paid to CONTRACTOR by the City, subsequent to which termination City may
seek any and all remedies available to City under law.
14.0 SAFETY
The Contractor shall be responsible for creating and maintaining its own safety plan meeting all
federal, state, county or city laws, ordinances and regulations.
15.0 HAZARDOUS CONDITIONS
The Contractor is required to notify the City immediately of Contractor's discovery of any
hazardous conditions during performance of the services. City may suspend contractor's work for
such reasonable time as is necessary to evaluate the possible hazardous conditions and to develop
a plan for managing same. Contractor and City may negotiate a change order, if necessary, for
Contractor to continue its work if the original conditions have materially changed due to the
discovery of hazardous conditions.
SOLE SOURCE— Page 13 of 24
Contractor Services Agreement
PART-H
GENERAL TERMS AND CONDITIONS
1.0 DEFINITION OF CITY
The City of Fort Worth, its officers, agents, servants, authorized employees, contractors and
subcontractors who act on behalf of various City departments,bodies or agencies.
2.0 DEFINITION OF CONTRACTOR
The consultant, service provider(s), supplier, or other provider of goods and/or services, its
officers, agents, servants, employees, contractors and subcontractors who act on behalf of the
entity which is engaged in a contract with the City.
3.0 PUBLIC INFORMATION
Any information submitted to the City of Fort Worth may be requested by a member of the
public under the Texas Public Information Act. If the City receives a request for a Contractor's
proprietary information, the Contractor listed in the request will be notified and given an
opportunity to make arguments to the Texas Attorney General's Office (the "AG") regarding
reasons the Contractor believes that its information may not lawfully be released. If Contractor
does not make arguments or the AG rejects the arguments Contractor makes, Contractor's
information will be released without penalty to the City.
4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of City shall have a financial interest, direct or indirect, in any contract
with City or be financially interested, directly or indirectly, in the sale to City of any land,
materials, supplies or services, except on behalf of City as an officer or employee. Any willful
violation of this section shall constitute malfeasance in office, and any officer or employee
found guilty thereof shall thereby forfeit his office or position. Any violation of this section
with the knowledge, expressed or implied, of the person or corporation contracting with the City
Council shall render the contract invalid by the City Manager or the City Council.
(Chapter XXVII, Section 16, City of Fort Worth Charter)
5.0 ORDERS
5.1 No employees of the City or its officers, agents, servants, contractors or
subcontractors who act on behalf of various City departments, bodies or agencies are
authorized to place orders for goods and/or services without providing approved contract
numbers, purchase order numbers, or release numbers issued by the City. The only exceptions
are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section
252.022(a)(1), (2), or (3). In the case of emergencies, the City's Purchasing Division will
place such orders.
5.2 Acceptance of an order and delivery on the part of the Contractor without an approved
contract number, purchase order number, or release number issued by the City may result in
rejection of delivery,return of goods at the Contractor's cost and/or non-payment.
6.0 CONTRACTOR TO PACKAGE GOODS
If applicable to the scope of work, Contractor will package goods in accordance with good
commercial practice. Each shipping container, shall be clearly and permanently marked as
follows: (a)Contractor's name and address: (b)Consignee's name, address and purchase order or
purchase change order number; (c) Container number and total number of containers, e.g., box 1
of 4 boxes; and(d)Number of the container bearing the packing slip. Contractor shall bear the
cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest
SOLE SOURCE— Page 14 of 24
Contractor Services Agreement
transportation costs and to conform to requirements of common carriers and any applicable
specifications. City's count or weight shall be final and conclusive on shipments not
accompanied by packing lists.
7.0 SHIPMENT UNDER RESERVATION PROHIBITED
Contractor is not authorized to ship the goods under reservation, and no tender of a bill of lading
will operate as a tender of goods.
8.0 TIT E AND RISK OF LOSS
If applicable to the scope of work,the title and risk of loss of the goods shall not pass to City
until City actually receives and takes possession of the goods at the point or points of delivery
after inspection and acceptance of the goods.
9.0 PLACE OF DELIVERY
If applicable to the scope of work, the place of delivery shall be set forth in the "Ship to"
block of the purchase order, purchase change order, or release order.
10.0 RIGHT OF INSPECTION
If applicable to the scope of work, City shall have the right to inspect the goods upon delivery
before accepting them. Contractor shall be responsible for all charges for the return to
Contractor of any goods rejected as being nonconforming under the specifications.
11.0 SOFTWARE LICENSE TO CONTRACTOR
If this purchase is for the license of software products and/or services, and unless
otherwise agreed, Contractor hereby grants to City, a perpetual, irrevocable, non-exclusive,
nontransferable, royalty free license to use the software. This software is "proprietary" to
Contractor, and is licensed and provided to the City for its sole use for purposes under this
Agreement and any attached work orders or invoices. The City may not use or share this
software without permission of the Contractor; however City may make copies of the software
expressly for backup purposes.
12.0 OWNERSHIP OF WORK PRODUCT
If applicable to the scope of work, Contractor agrees that City shall be the sole and exclusive
owner of all reports, work papers, procedures, guides, and documentation, created, published,
displayed, and/or produced in conjunction with the services provided under this Agreement
(collectively, "Work Product"). 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.
SOLE SOURCE— Page 15 of 24
Contractor Services Agreement
13.0 NETWORK ACCESS
The City owns and operates a computing environment and network (collectively the "Network").
If Contractor requires access, whether onsite or remote, to the City's network to provide services
hereunder, and the Contractor is required to utilize the Internet, Intranet, email, City database, or
other network application, Contractor shall separately execute the City's Network Access
Agreement prior to providing such services. A copy of the City's standard Network Access
Agreement can be provided upon request.
14.0 LAWS,REGULATIONS,AND ORDINANCES
The Contractor shall be responsible for meeting all Federal: laws, ordinances and regulations;
State: laws, ordinance and regulations; County: laws, ordinances and regulations; and City: laws,
ordinances, and regulations for safety of people, environment, and property. This includes, but is
not limited to, all Federal, State, County, and City Agencies, Administrations and Commissions
such as the Environmental Protection Agency (EPA), Occupational Safety and Health
Administration (OSHA), and the Texas Commission on Environmental Quality (TCEQ). In the
event any law, regulation or ordinance becomes effective after the start of this Agreement, the
Contractor is required to comply with new policy. Any mandates requiring the City to comply
with new guidelines will also require the Contractor to comply.
15.0 IMMIGRATION NATIONALITY ACT
Contractor shall verify the identity and employment eligibility of its employees who perform
work under this Agreement, including completing the Employment Eligibility Verification Form
(I-9). Upon request by City, Contractor shall provide City with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under this
Agreement. Contractor shall adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Contractor employee who is
not legally eligible to perform such services. CONTRACTOR SHALL INDEMNIFY CITY
AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES
DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S
EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Contractor, shall have the right to immediately terminate this Agreement for violations
of this provision by Contractor.
16.0 HEALTH.SAFETY,AND ENVIRONMENTAL REQUIREMENTS
Services, products, materials, and supplies provided by the Contractor must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In addition,
Contractor agrees to obtain and pay, at its own expense, for all licenses, permits, certificates,
and inspections necessary to provide the products or to perform the services hereunder.
Contractor shall indemnify City from any penalties or liabilities due to violations of this
provision. City shall have the right to immediately terminate this Agreement for violations of
this provision byContractor.
17.0 RIGHT TO AUDIT
Contractor agrees that the City, or City's authorized representative, shall, until the expiration
of three (3) years after final payment under this contract, and at no additional cost to City,
have access to and the right to examine and copy any directly pertinent books, computer disks,
digital files, documents, papers and records of the Contractor involving transactions relating to
this contract. Contractor agrees that the City shall have access, during normal working hours,
SOLE SOURCE— Page 16 of 24
Contractor Services Agreement
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
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 TEVIE TO CUREMISPUTE 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 parry'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— Page 17 of 24
Contractor Services Agreement
ATTACHMENT B
CITY'S SOLE SOURCE SCOPE REQUEST
(Inserted behind this page)
SOLE SOURCE— Page 18 of 24
Contractor Services Agreement
FORT WORT
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: DougBlack
lack
Item or Service sought: Capital Control part for existing Chlorine and Sulfur
Dioxide Induction Units.
Vendor: Hartwell Environmental Co
Current Agreement for item/service: Yes No X
CSC#:
How will this item or service be used: This contract PO will be used to purchase parts to do
repairs on the Capital Control Induction Units for our Chlorine and Sulfur Dioxide units that we
have at the Water and Waste Water plants.
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.
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;
Page 1 of 3
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,
waving 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 proposes 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.
We currently have several Capital Control Induction Units(10 1 iP Series 1527 and 7.5
HP Model 1426)induction units for our Chlorine and Sulfur Dioxide units in
service throughout the Water and Waste Water plants.This contract will allow us the
purchase various OEM parts,to repair the Capital Control Induction units Series 1527 and
model 1426.If we were unable to purchase the parts to do the repairs we would
need to do extensive plumbing,electrical and valve replacement if we purchased a new system..
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
Page 2 of 3
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:Please also see the sole source letter provided by Hartwell to
confirm they are the only OEM manufacturer and servicer of the De Nora equipment.
Approved by:
7o Ann Pate,ACAI
Page 3 of 3
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ATTACHMENT C
CONTRACTOR'S RESPONSE TO CITY'S SOLE
SOURCE SCOPE REQUEST
(Inserted behind this page)
SOLE SOURCE— Page 19 of 24
Contractor Services Agreement
DE NORA
Subject: Authorized Representative for Purchases of Capital Controls/
De Nora Equipment
This fetter confirms that our exclusive representative for the
Municipal market in Gas Disinfection and Instrumentation in your
area is noted below. They will be happy to accept your purchase
orders and assist you with pricing and availability Of parts if required:
HARTWELL ENVIRONMENTAL CORP.
5211 WEST ARKANSAS LANE
ARLINGTON, TX 76016
TEL: 817-446-9500 OR 800-766-2207
FAX: 817-446-7200
www.hartwelienv.com
PRIMARY CONTACT: Heather Almond
NOTE: REGARDING THE SERVICING OF THIS EQUIPMENT:
Only our factory-trained field service technicians and representatives
should work on our equipment. If anyone else is servicing our
equipment, then the warranty could be nullified.
our research -your future
DE NORA WATER TECHNOLOGIES,INC. i
3000 Advance Lane,Colmar,PA 18915,United States -ph+1 215 997 4000 -fax+1 215 997 4062
mail info.dnwt@denora.com web nnvw.denora.com
fI
I
i
i
0 DE 1 ORA
Should you have any questions, please do not hesitate to contact us.
Sincerely,
Jan Slusher
Client Services
De Nora Water Technologies Inc.
Tel: 215.997.4006
E-mail: ianis.slusher@denora.com
pag.2 our research - your future
ATTACHMENT D
INSURANCE
AND
ATTACHMENT D-1 (if necessary)
BONDING
(Behind this page are the City's standard insurance requirements and payment and performance
bond forms,if necessary)
SOLE SOURCE— Page 20 of 24
Contractor Services Agreement
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
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.
I. 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
ATTACHMENT E
VERIFICATION OF SIGNATURE AUTHORITY
FORM
Hartwell Environmental Corp
22115 Hufsmith Kohrville Rd
Tomball,TX 77375
Execution of this Signature Verification Form ("Form")hereby certifies that the following individuals
and/or positions have the authority to legally bind Contractor and to execute any agreement, amendment
or change order on behalf of Contractor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Contractor.City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Contractor.
Contractor will submit an updated Form within ten (10) business days if there are any changes to the
signatory authority.City is entitled to rely on any current executed Form until it receives a revised Form
that has been properly executed by Contractor.
1. Name: Z6ob + QV set
ioolcz 1C16ile -
Signatu e
2. N
Position:
Signature
3. Name:
Position:
Signature
* --�.
Signature f resident CE
Other Title: I _
Date df�J''��
SOLE SOURCE— Page 21 of 24
Contractor Services Agreement
ATTACHMENT F
CONFLICT OF INTEREST DISCLOSURE REQUIREMENT
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or
seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity
(i.e. The City of Fort Worth)must disclose in the Questionnaire Form CIQ("Questionnaire")the person's
affiliation or business relationship that might cause a conflict of interest with the local governmental
entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven
days after the date the person begins contract discussions or negotiations with the City, or submits an
application or response to a request for proposals or bids, correspondence, or another writing related to a
potential Agreement with the City. Updated Questionnaires must be filed in conformance with Chapter
176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also
available at http://www.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 11, Sec. 9.4.
SOLE SOURCE— Page 22 of 24
Contractor Services Agreement
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the taw by K8.A 84th Leg,Regular Session. OFRCEUSEONLY
This questionnaire is being filed in accordencewith Chapter 176,Local Government Code, DaW p,C&9d
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 be filedwfth the records administrator ofthe local governmental
entity not later than the 7th business day after the date tha vendor becomes aware of facts
that require the statement to be filed. Sea Section 176.006(a-1),Local Government Code.
A vendor commits an offense ff the vendor knowingly violates Section 176.006, Local
Govemment Code.An offense under this section is a misdemeanor.
2J Name of vendor who has a business relationship with local governmental entity.
3j Check tbls boxlfyou are tiling 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 71h business day after the date on which you became aware that the originally filed questionnaire was
Incomplete or Inaccurate.)
Name of local government officer about whom the information In this section Is being disclosed.
Name of Officer
This section (item 3 including subparts A, B, C, 8 D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176.001(1-a),Local Government Code. Attach additional
pages to this Form CIQ as necessary.
A. is the local government officer named in this section receiving or Wely to receive taxable income,other than investment
income,from the vendor?
aYes E,/�No
B. is the vendor receiving or Itkefy 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?
Yes ff 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?
ED Yes E�No
D. Descnbe each employment or business and family relationship with the focal government officer named in this section.
��� -Z;-;4 114F 4
1111511
Slgnatare v or do busI with the governmental entity Dale
Adopted an12015
SOLE SOURCE— Page 23 of 24
Contractor Services Agreement
ATTACHMENT G
VENDOR'S CONTACT INFORMATION
Bidder's Name: �.eoQ1 r6(\ffnW are.
�y
Bidder's
Local Address: 5a 1 l cued— t-t-i 1 ` /-i�"�tbhhnT-X -W�0
Phone: O Fax:
Email: %/, C offi
Name of person assigned specifically for this Agreementreieemen
Name/Title + ,ll __C� I�YYCl ( c�11O C�{
Phone: ��� �'1t�"� T Fax:
Email: hal
Name of persons for renewal information and/or billing questions:
S
Name/Title Me
Phone: Fax:
Email:
Name/Title
Phone: Fax:
Email:
X,
Sign r Printed Name Date
SOLE SOURCE— Page 24 of 24
Contractor Services Agreement
City of Fort Worth
Departmental Request for Waiver
of MBE/SBE Subcontracting/Supplier Goal
Water Village Creek Reclamation Plant $300,000.00
DEPARTMENT NAME: ESTIMATED COST
(Please select the appropriate circle)
QRFP ORFQ ORFI OCISV OOther State Cooperative Program OReverse Auction
NOTE.All support documentation needs to be attached to this request.
Hartwell vironmentai Corp Sole Source for Capital Control Induction Units
NAM OF�CT /BID PROJECT NO,
4932 7-16-19
SIGNATURE OF PROJECT MANAGER EXTENSION DATE NIGP CODE
Prior to advertisement the contmaing/managing department shall determine whether the bidlRFP is one which MBE/SBE.
requirements should not be applied. MBE/SBE requirements may be waived upon written approval of the Business Development
Manager, Offiece of Business Diversity (OBD). If one of the conditions listed below exists;: the-contracting/manag%ng
department shall notify the Manager via this form,stating the specific reason(s)for requesting a waiver.
If the contracting/managing department and the Manager are in conflict over the granting of a waiver, either
may appeal to the City Manager, or designee,whose decision is final.
Please Check Applicable Reason:
A. Office of Business Diversity: A waiver of the goal for MBE/SBE subcontracting requirements
was requested by the Department and approved by the OBD,in accordance with the MWBE or
BDE Ordinance, because the public or administrative emergency exists which requires the
goods or services to be provided with unusual immediacy; or
B- Office of Business Diversity: A waiver of the goal for MBE/SBE subcontracting requirements
was requested by the Department and approved by the OBD,in accordance with the MWBE or
BDE Ordinance, because the purchase of goods or services is from sources where
subcontracting or supplier opportunities are negligible; or
C. Office of Business Diversity: A waiver of the goal for MBE/SBE subcontracting requirements
was requested by the Department and approved by the OBD,in accordance with the MWBE or
DBE Ordinance, because the application of the provisions of this ordinance will impose an
economic risk on the City or unduly delay acquisition of the goods or services; or
D. Office of Business Diversity: A waiver of the goal for MBE/SBE subcontracting requirements
was requested by the Department and approved by the OBD, in accordance with the MWBE or
DBE Ordinance, because the MWBE Waiver is based on the sole source information provided
to the MWBE Office by the managing department's project manager.
E. OTHER:
Justify Commodity or Service Waiver Request: '
Hartwell Environmental Corp is a sole source for our Capital Control Induction Units that supplies parts for our Chlorine and
Sulfur Dioxide units that have at the Water and Waste Water plants.
Please use additional sheets,if needed
i
OBD USE l,Y' ally signed OyGwenWlson 7/19/2019
/ Gwen Wilson ,,,.,
Da,te:2019.07.1911:05:3e-05'00'
Approved Signature of OBD Authorized Personnel Date
Not Approved Signature of OBD Authorized Personnel Date
Rev.04-03-2012
Office of Business Diversity
Email:mwbeofficegfortworthtexas.gov
City of Fort Worth,Texas
Mayor and Council Communication
DATE: 01/14/20 M&C FILE NUMBER: M&C 20-0036
LOG NAME: 60CHLORINE&SULFUR DIOXIDE EQUIP-HARTWELL
SUBJECT
Authorize a Sole Source Purchase Agreement with Hartwell Environmental Corporation for the Original Equipment Manufacturer Severn Trent
Water Purification Chlorine and Sulfur Dioxide Induction Equipment, Replacement Parts and Repair Service for the Water Department in an
Annual Amount up to$300,000.00(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize a sole source purchase agreement with Hartwell Environmental Corporation for the Original
Equipment Manufacturer(OEM)Severn Trent Water Purification chlorine and sulfur dioxide induction equipment, replacement parts and repair
service for the Water Department in an annual amount up to$300,000.00.
DISCUSSION:
The Water Department(Department)will use this Sole Source Purchase Agreement to purchase OEM parts to repair existing units and to
purchase replacement units as needed,along with repair services for the City's water treatment plants. Non-OEM parts are not compatible with
the Severn Trent Purification, Inc.water treatment systems in place. These units are used to distribute chlorine,which is a disinfectant,and sulfur
dioxide,which removes excess chlorine,throughout the plant. In order to maintain consistent chemical flow necessary to maintain the proper
chlorine residual for the treatment process and to remain in regulatory compliance with State and Federal permits,it is necessary for all units and
corresponding parts to be identical.
No guarantee was made that a specific amount of goods and services would be purchased. However,the Department anticipates spending
approximately$300,000.00 annually.
Severn Trent Water Purification, Inc., is the sole source manufacturer of the disinfection treatment equipment currently in operation at the water
treatment plants and Hartwell Environmental Corporation is the documented sole source dealer for the Texas region.
M/WBE OFFICE-A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by the OBD,in
accordance with the MWBE or DBE Ordinance, because the M/WBE Waiver is based on the sole source information provided to the MWWBE
Office by the managing department's project manager.
ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Manager in the amount up
to$100,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated.
TERMS-Upon City Council's approval,this Agreement will begin on October 1,2019 and expire on September 30,2020.
RENEWAL OPTIONS-This Agreement may be renewed for up to four additional one-year terms at the City's option. This action does not require
specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal
term. Staff anticipates that the costs for renewal years shall remain the same as the first year.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and award of the contract,funds are available in the current
operating budget,as appropriated,of the Water&Sewer Fund.Prior to any expenditure being incurred,the Water Department has the
responsibility to validate the availability of funds.
Submitted for City Manager's Office by: Dana Burghdoff 8018
Originating Business Unit Head: Chris Harder 5020
Additional Information Contact: Martin Phillips 8293