HomeMy WebLinkAboutContract 50254-R2 CSC No.
CITY OF FORT WORTH
REQUEST TO EXERCISE RENEWAL OPTION
January 8, 2020
PALL Advance Separations Systems
Attn: Dawn Speranza
Cortland,NY 130045
Re: Contract Renewal Notice
Contract No. CSC No. 50254(the "Contract")
Renewal Term No, 2: February 7, 2020 to February 6, 2021
The above referenced Contract with the City of Fort Worth expires on February 6, 2020
(the "Expiration Date"). Pursuant to the Contract, contract renewals are at the mutual agreement
of the parties. This letter is to inform you that the City is requesting to renew the Contract for an
additional one (1) year period,which will begin immediately after the Expiration Date. All other
terms and conditions of the Contract remain unchanged.
To agree to renew the Contract for an additional one (1)year period, please sign and
return this request to exercise renewal option, along with a copy of your current insurance
certificate, to the address set forth below. .
Please log onto PeopleSoft Purchasing at ht ://tp fortworthtexas.gov/purchasing to insure
that your company information is correct and up-to-date.
If you have any questions concerning this Contract Renewal Notice, please contact me at
the telephone number listed below.
Sincerely,
V&a4m ,a"
Monica Saenz/Admin Assistant
817-392-8267
a w <
Contract Renewal g
FT ® T P f
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CSC No. 50254-R2
ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract,including
By: __Vensuring all performance and reporting
Name: Dana Burg ff requirements.
Title: Interim Ass tant City Manager
By:
APPROVAL RECOMMENDED: Name: MaAin Phillips
/(( Title: Engineering Manager
By: APPROVED AS TO FORM AND
Name: Chris Harder LEGALITY:
Title: Water Director
By:
ATTEST: Name: Doug Black
Title: Assistant City Attorney
CONTRACT AUT ORIZATION:
By: = M&C: X/ �-
Name- 4 J.Kayser :•Date Approved:
Title: City Secretary
r m F rrii,1295 Certification No.:
�G
By:
Name: _
Title:
Contract Renewa i e 2 of 2
Foy W-9 Request for Taxpayer Give Form to the
(Rev,October2018) Identification Number and Certification requester.Do not
Departmenlof the Treasury send to the IRS.
Int,mal Revenue service ►Go to www,1rs.gov1ForwW9 for instructions and the latest Information.
1 Name(as shown on your Income tax return).Name Is required on this line;do not leave this line blank.
Pall Corporation
2 Business nameldisregarded entity name,N different from above j
Pall Water
3 Check appropriate box for federal tax classlffoallon of the person whose name Is entered online J.Check only one of the 4 Exemptions(codes apply only to
following seven boxes. certaln entitles,not individuals;sea
instructions on page 3):
❑ IndMduaf/sole proprietor or 0 C Corporation 118 Corporation ❑ Partnership ❑Trual/ostale
}� single•member LLC Exempt payee code f f any)
S ❑ Umited liability company.Enter the tax classification(C-C oorporatlon,Sao corporation,P=Partnership)►
`o Note:Check the approprtels box in the line above for the tax classification of the aingie-member owner. Do not check Exemption from FATOA reporting r
LLO If the LLO Is dassiflad as a single•memtor LLC that is disregarded from the owner unless the owner of the LLC is code Of an»
another LLC that Is net disregarded from the owner far U.S.federal tax purposes.Otherwise,a single-member LLCthal €
is disregarded from the owner should check the appropriate box for the tax dossiftoallon of Its owner. 1
El
Other see fnalmotions)► Wvrr+ro.00a„u,wwrdaaaa.a.ual
5 Add ran(number,street,and opt or auks no,)See Instmollons. Requester's name and address(optional
839 State Route 13
a City,state,end ZIP code
Cortland,NY 13045 i
7 Ust account numbers)here(optional
Tax a er Identification Number IN s
Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid I Social sacurttyrnumber
backup withholding.For Individuals,this Is generally your social security number(SSN).However,for a FM -M -=
I
resident alien,sole proprietor,or disregarded anfity,see the Instructions for Part 1,later.For other
entities,It Is your employer Identification number(EiM.If you do not have a number,sea Now to got a
TiN,later, or I
Notes if the account Is in more than one name,see the Instructions for line 1.Also sea What Name and Employer Identification number
Number Tc Oft the Requester for guidelines on whose number to enter,
M11 1 5 4 1 3
M30
Certltfcation
Under penalties of perjury,I certify that.,
1.The number shown on this form Is my correct taxpayer Identification number(or I am wafting for a number to be issued to me);and
2.1 am not subject to backup withholding because;(a)i am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue
Service QRS)that i am subject to backup withholding as a result of a fallure to report all interest or dividends,or(c)the IRS has notified me that I am
no longer subject to backup withholding;and
3.1 am a U.S.oltlzen or other U.S.person(defined below);and
4.The FATCA code(e)entered on this form Of any)indicating that I am exempt from FATCA reporting Is correct.
Certification Instructions.You must cross out Item 2 above If you have been notified by the IRS that you are currently subject to backup withholding bacauss
you have falled to report all interest and dividends on your tax return.For teat estate transactions,item 2 does not apply.For mortgage interest paid,
acquisition or abandonment of segued property,cancel€ation of debt,contributlons to an individual retirement arrangement(I",and generally,payments
other than Interest and dividends,you are not required to sign tha certification,but you must provide your correct TIN.See the instructions for Part 11,later.
Sign Signature of r
Here U.S.person► petal$ 2C�
General Instructions •Form 1099-DIV(dividends,including thosefrom stocks or mutual
funds)
Section references ere to the Internal Revenue Code unless otherwise •Farm 1099-MI80(various types of income,prizes,awards,or gross ;
noted. proceeds)
Future developments.For the latest Information about developments •Form 1099-B(stack or mutual fund sates and certain other
related to Form W-9 and Re instructions,such as legislation enacted transactions by brokers)
slier they were published,go to tvww1rs,gov/FormW9. •Form 1099-S(proceeds from real estate transactions)
Purpose of Form •Form 1099-K(merchant card and third party network transactions) '
An Individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest),1098-E(student loan Interest),
Information return with the IRS must obtain your correct taxpayer 1098-T(tuition)
Identffication number(TIN)which may be your social security number •Form 1099-C(canceled debt)
(SSN),Individual taxpayer Identification number(ITIN),adoption .Farm 1099-A(acquisition or abandonment of secured property)
taxpayer Identification number(ATIN),or employer Identification number
(EIN),to report an an Information return the amount paid to you,or other Use Form W 9 only If you are:a U.&person(Including a resident
amount reportable on an information return.Examples of information alien),to provide your correct TIN.
returns Include,but are not limited to,the following. ifyou do not return Form W-9 to the requester with a TIN,you might
•Form 1099-INT Qnteresl earned or pald) be subject to backup withhoMIng.See What Is backup withholding,
later.
Cat.No.10231X Form W-9(Rev.10-241(l)
CITY FE META,RY
z
rdS PROFESSIONAL SERVICES AGREEMENT
C�Co SC� Pall Corporation
This PROFESSIONAL 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 Jesus Chapa, its duly authorized Assistant City Manager, and Pall Corporation
("Vendor'), a New York Corporation, and acting by and through Dawn Speranza, its duly authorized
Sales Support Manager, each individually referred to as a "party" and collectively referred to as the
"parties."
3
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule;and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,
B or 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.
The role of the Pall Service Representative is to complement the sites existing
technical/maintenance staff by providing expertise specific to Pall supplied technology. The Pall
Representative will direct staff in the proper execution of maintenance procedures.The City staff will be
responsible for supplying tools, ladders, lifts or other equipment to execute the maintenance function. Site
personnel will be solely responsible for ensuring that all maintenance procedures are performed in i
accordance with all applicable safety regulations. Exhibit "A," - Scope of Services more specifically
describes the services to be provided hereunder.
2. TERM.
This Agreement shall begin on the date of execution by the City of Fort Worth("Effective Date")
and expiring one year after. (Expiration Date"), unless terminated earlier in accordance with this
Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement
under the same terms and conditions,for up to two(2)one-year renewal options,at City's sole discretion.
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform
services under this Agreement in accordance with the provisions of this Agreement and Exhibit"B,"—
Price Schedule. Total payment made under this Agreement for the first year by City shall be in the
amount not to exceed Forty-Five Thousand, Three Hundred Eighty Dollars ($45,380.00). Vendor
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 Vendor not specified by this Agreement unless City first
approves such expenses in writing. Payment terms are Net 30 days
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4. TERNHNATION.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City, in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties.In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason,Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement. In the event Vendor has received access to City Information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to City in a
machine readable format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under
this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,agrees
that it shall treat all information provided to it by City("City Information") as confidential if designated
as confidential or if, by the nature of the information, could reasonably be assumed to be confidential and
shall not disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access. Vendor 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. Vendor 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, Vendor
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. RIGHT TO ACTDIT.
Vendor agrees that City shall,until the expiration of three(3)years after final payment under this
contract, or the final conclusion of any audit commenced during the said three years, have access to and
the right to examine at reasonable times any directly pertinent books, documents, papers and records,
including, but not limited to, all electronic records, of Vendor involving transactions relating to this
Agreement at no additional cost to City.Vendor agrees that City shall have access during normal working
hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in
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Pall Corporation
order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
7. INDEPENDENT VENDOR.
It is expressly understood and agreed that Vendor shall operate as an independent Vendor as to all
rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of
a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no
way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subVendor of Vendor shall be entitled to any employment benefits from City.Vendor 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 subVendor.
8. LIA SILITY AND INDEMNIFICATION.
8.1 L)ABILITY- VENDOR SHALL BE LJABLE 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 VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, VENDOR'S LLABILITY SHALL NOT EXCEED AN AGGREGATE OF
$2,000,000.00, EXCEPT IN THE EVENT OF VENDOR'S GROSS NEGLIGENCE, INTENTIONAL
MISCONDUCT,FRAUD OR VIOLATION OF LAW.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,AGENTS,
SERVANTS AND EMPLOYEES, FROMAND 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 VENDOR'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 VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR E,114PLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright,trade mark,trade secret,or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation.So long as Vendor bears the cost and expense of payment for claims or actions
against City pursuant to this section,Vendor 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
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i
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 City's interest, and City agrees to
cooperate with Vendor 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 City for
infringement arising under this Agreement, 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, Vendor shall fully participate and cooperate with City in
defense of such claim or action. City agrees to give Vendor timely written notice of any such claim
or action, with copies of all papers City may receive relating thereto. Notwithstanding the
foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to
indemnify City under this Agreement.If the software and/or documentation 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, Vendor shall, at its own expense and as
City's sole remedy, either: (a) procure for City the right to continue to use the software and/or
documentation; or (b) modify the software and/or documentation to make it non-infringing,
provided that such modification does not materially adversely affect City's authorized use of the
software and/or documentation; or (c) replace the software and/or documentation with equally
suitable, compatible, and functionally equivalent non-infringing software and/or documentation at
no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to
Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to
which termination City may seek any and all remedies available to City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assimment. Vendor shall not assign or subcontract 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 Vendor under which the
assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and
Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective
date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by
the duties and obligations of Vendor under this Agreement as such duties and obligations may apply.
Vendor shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
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$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease;each employee
$500,000- Bodily Injury by disease;policy limit
i
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) 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 two (2) years following completion of services
provided. An annual certificate of insurance shall be submitted to City to
evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name
City as an additional insured thereon, as its interests may appear.The term City
shall include its employees, officers,officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City.Ten (10) days' notice shall be acceptable in
the event of non-payment of premium.Notice shall be sent to the Risk Manager,
City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to
the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in
the State of Texas.All insurers must have a minimum rating of A- VU in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial
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strength and solvency to the satisfaction of Risk Management.If the rating is
below that required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any
work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS.
Vendor 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. If City notifies Vendor of any violation of such laws, ordinances, rules
or regulations,Vendor shall immediately desist from and correct the violation.
12. NON-DISCRL%UNATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance of Vendor'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. IF ANY CLAIM ARISES FROM AN ALLEGED
VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES,ASSIGNS,SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
13. 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 facsimile 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 VENDOR:
City of Fort Worth Pall Corporation
Attn: Jesus Chapa,Assistant City Manager Legal Council
200 Texas Street 839 NYS Route 13
Fort Worth, TX 76102-6314 Cortland,NY 13045
Facsimile:(817)392-8654 Facsimile: 607-758-4526
With copy to Fort Worth City Attorney's Office at
same address
I
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14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor 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
Vendor, 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 responds to a general solicitation of advertisement of
employment by either party.
15. 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.
16. NO WAIVER.
The failure of City or Vendor 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 Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. 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.
18. SEVERABIIdTY.
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.
19. FORCE MAJEURE.
City and Vendor 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, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
20. 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.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
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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 Exhibits A, B,
and C.
22. 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.
23. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A,B and C, contains the entire understanding and agreement
between City and Vendor,their 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.
24. 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.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty
(30) days from the date that the services are completed. In such event, at Vendor's option, Vendor shall
either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with
the warranty, or(b)refund the fees paid by City to Vendor for the nonconforming services.
26. IMNUGRATION NATIONALITY ACT.
City actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility, employment verification, and nondiscrimination. Vendor shall verify
the identity and employment eligibility of all employees who perform work under this Agreement.
Vendor shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all
supporting employment eligibility and identity documentation for all employees, and upon request,
provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Vendor shall establish appropriate procedures and controls so that
no services will be performed by any employee who is not legally eligible to perform such services.
Vendor shall provide City with a certification letter that it has complied with the verification requirements
required by this Agreement. Vendor shall indemnify City from any penalties or liabilities due to
violations of this provision. City shall have the right to immediately terminate this Agreement for
violations of this provision by Vendor.
27. OWNERSIBP OF WORK PRODUCT.
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Neither party is transferring any ownership rights hereunder. Vendor hereby grants City s a non-
exclusive,non-transferable license to use all reports,work papers,procedures, guides, and documentation,
delivered in conjunction with the services provided under this Agreement.
28. 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 Vendor whose name, title and
signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit
"C". Each party is fully entitled to rely on these warranties and representations in entering into this
Agreement or any amendment hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify 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 Vendor 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 provide the specified documentation so may
adversely impact future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Vendor 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, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1)does not boycott Israel; and (2)will not boycott Israel during the term of the contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
day of 120
(signature page follows)
ACCEPTED AND AGREED:
Professional Services Agreement Page 9 of 13
Pall Corporation
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CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
contract,including ensuring all performance and
BY:
- +^Na e: Jesus Chapa reporting requirements.
Title: /Assistant City Manager
Date: `? / �' ' By:
APPROVAL RECOMMENDED: Title: r,-
APPROVED AS TO FORM AND LEGALITY:
By:
NaK. Kara Shurjo
Ti le: Acting Director,Water By: 5G �
ATTEST: Name: )A4-, �z'-Ixv
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
ff M&C: N/A
By:
Name:
Title: City Secretary
VENDOR:
Pall Corporation ATTEST:
lr
By: �.,� By:
Name: Bill Sweeney Name: _
Title: Sales Support Manager Title:
Date:
Professional Services Agreement Page 10 of 13
Pall Corporation
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EDIT A i
COST and SCOPE OF SERVICES
PASS Price per TOTAL
NLM# DESCRIPTION OF SERVICE Visit/Event Contract
Value
Semi-Annual Inspections
38588 , travel time charge portal to portal is included $5,450.00 $10,900.00
CIP SERVICE
25678 • CIP Services—5 days-performed in conjunction $12,000.00 $12,000.00
with the scheduled System Inspection service visit.
38844 24/7 TECHNICAL PHONE SUPPORT Fee is per $5,200.00
-access to the Emergency Hotline—any time year
16115 TRAINING-3 days onsite,2 travel days $10,080.00
25662 On Demand Visits (2 days plus travel) 20 hours $7,200.00
onsite, 10 hours travel(user defined activities)
TOTAL ANNUAL SERVICE CONTRACT $45,380.00X
Discounts may apply based on number of years contracted.
Scope of Contract Services
• System Inspection Service
• CIP(Clean in Place)
• Training
• 24/7 Technical Service Support
System Inspection Service
Upon arrival, the Pall Service Engineer will meet with designated plant personnel to review the
planned scope of work for the inspection, and obtain agreement prior to proceeding. Should the
Customers expectations be outside of the scope of work,the inspection will not proceed until Pall and
the Customer agree to the scope of service. If necessary, scope change can be quoted and accepted
onsite,prior to performing the planned service.
A Pall Systems Engineer will perform a scheduled comprehensive Inspection Service of the Pall Aria
Microfiltration System. During the visit, the Pall Systems Engineer will perform an inspection of all
hardware and operating parameters to determine system operational status, and make preventive
maintenance recommendations. Should an issue be identified that can be resolved by the Field
Engineer during this visit, a price for the immediate service can be provided,and the work completed
with your approval by means of a verbal change order to PASS Customer Service. Advance
authorization is required for any time that exceeds the scope of service and the amount of the issued
PO.
Professional Services Agreement—Exhibit C Page 11 of 13
Upon completion of the service,the Pall Service Engineer will meet with designated plant personnel
to review the findings of the inspection, and discuss any problems, corrective actions or
recommendations.
CIP(Clean in Place)
Pall Systems require periodic cleaning;the cleaning frequency will vary. CIP neglect will cause long-
term flux deterioration, which can be difficult to restore. If not performed on a regular basis, CIP
Protocols may become unfamiliar, ominous and critical. Special CIP Protocols can be quoted, for
systems that experience reduced flux.
CIP will be performed by the Pall Systems Engineer during the annual service contract visit.
Module warranty is dependent on proper system operation and maintenance, including CIP. Pall
highly recommends at least quarterly CIP events,with Pall present to evaluate one annual CIP event
to make sure that appropriate CIP protocol is being used, to identify and resolve any potential issues,
and to help keep the module warranty in good standing. CIP service can be either full service or flux
verification. Flux verification is a service to verify CIP process functionality only whereas with full
service CIP,our engineer will perform the CIP process on the entire Pall system under contract.
Operator Training—Aria/NW Systems
To support proper operation of your system, Pall recommends that you take advantage of a training
session with actual hands-on time to achieve a significant level of competence and confidence with
the equipment. Sessions should be repeated annually as refresher training, or when you have new
system operators.
Classroom instruction will ONLY be provided if it is specifically indicated as part of the proposal
summary. The content would include information on the Principles of Filtration, and Cross-flow
Technology, as well as general procedures will be presented in a combination of PowerPoint slides
and hands-on activities_A training binder would be provided for each participant.
Hands-on CIP training / refresher CIP refresher training is ONLY provided when Pall performs the
CIP service, and if it is specifically indicated as part of the proposal summary. The CIP service visit
should be scheduled preferably when reduced system flux suggests the modules could benefit from
cleaning. As Pall Systems require periodic cleaning; the cleaning frequency will vary. CIP neglect
will cause long-term flux deterioration, which can be difficult to restore.If not performed on a regular
basis, CIP Protocols may become unfamiliar, ominous and critical.
24/7 Technical Phone Support—
When taking advantage of the 24/7 phone support option with the Service Contract, our Customer is
provided access to Palls' Service Hotline,with Pall System Engineers on full-time rotation to provide
24/7 availability to live technical support.Your call is given priority over non-contracted Customers.
In addition to technical support via email and fax, technical response to calls is provided within 4-
hours of receipt.
If the problem cannot be resolved over the telephone, our Customer can request a Pall Service
Representative to visit the site location, which can be scheduled and provided at contract service
rates.
Where possible,Pall can use remote modem access to troubleshoot and resolve problems.
Where possible,Pall will use remote modem access to troubleshoot and resolve problems.
Professional Services Agreement Page 12 of 13
Pall Corporation
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EDIT C
VERIFICATION OF SIGNATURE AUTHORITY
PALL CORPORATION
839 NYS ROUTE 13
CORTLAND,NY 13045
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has
been properly executed by Vendor.
1. Name:
Position:
i
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
Professional Services Agreement Page 13 of 13
Pall Corporation