HomeMy WebLinkAboutContract 53965 CSC No.53965
CONTRACTOR ncyRVICES AGREEMENT
Bottled Water)
ITB/No. 20 -0065
This CONTRACTOR SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITE' OF FORT WORTH ("City"), a Texas home rile municipal corporation, acting
by and through its duly authorized Assistant City Manager, and Nestle Waters North America Inc.
("Contractor"), an entity authorized to perform work in Texas, acting by and through its duly authorized
representative. 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 Terns and Conditions, Parts I and 11;
2. Attachment B—The City's Invitation to Bid("ITB"), excluding Part V,Attachments E and F
thereto;
3. Attachment C—Contractor's Response to ITB,specifically Part I-A Bid Solicitation Form;
4. Attachment D—Insurance;
5. Attachment E—Verification of Signature Authority Form;
6. Attachment F—ReadyRefreshl by Nestl6l Standard Terns and Conditions Rider.
Attachments A—F, are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the terns 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. In the event of any conflict between the terms and conditions of Attachment F and any other
terns and conditions of this Agreement, the terns and conditions of Attachment F shall govern and
control.
1. SCOPE OF SERVICES
Contractor hereby agrees to provide Emergency Water for the City of Fort Worth Water
Department as per Attachments B, C, and F 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'' ("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.
Total payment made tinder this Agreement per tern shall be the amount of$ 112,250
("Contract Amount"). Contractor shall not perforn 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
ITB No.20-0065 Emergency Bottled`JValer Page 1 of 28 a OI FF A RECORD
Contractor Services Agreement
MY SECRETARY
WORTH,TX
for such services. City shall not be liable for any additional expenses of Contractor not specified by this
Agreement unless City first approves such expenses in writing.
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 tenninated and the date upon which such tennination 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 perfonned 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 tennination. 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 tennination.
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 detennined by the Department
Head or his/her Assistant City Manager.
Non-Appropriation of Funds: In the event no funds or insufficient hinds 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 frill
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 parry 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 Infonmation
from further unauthorized disclosure.
6. INDEPENDENT CONTRACTOR
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Contractor Services Agreement
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 respondent
superior shall not apply as between City, its officers, agents, servants and employees, and Contractor, its
officers, agents, employees, servants, Contractors and subcontractors. Contractor fiirther agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between City and
Contractor. It is fiirther 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 FIND 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
FIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPER TY DAMA GE
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. ASSIGNEN'T
Contractor shall not assign any of its duties, obligations or rights under this Agreement without
the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a
written agreement with City and Contractor under which the assignee agrees to be bound by the duties
and obligations of Contractor under this Agreement. Contractor and assignee shall be jointly liable for all
obligations of Contractor under this Agreement prior to the effective date of the assignment.
9. INSURANCE
Contractor shall provide City with certificate(s) of insurance documenting policies of the types
and minimum coverage limits to be in effect prior to commencement of any work pursuant to this
Agreement as provided for in Attachment D, attached hereto and incorporated herein.
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Contractor Services Agreement
I0. C ?IYIf'I✓IANCE V ITH LAWS, ORDINANCES, RULES AND RECy1Jii,ATII()OINS
Contractor agrees that in the performance of its obligations hereunder. it shall comply with all
applicable federal_ state and local iaws, ordinances, rules and rep>tiiations and that anv «work it produces in
connection with this Agreement v ill also cornpk with all applicable federal. state and local laws.
ordinances, rules and regulations as set forth in Attachment A. Part It. Section 14. If City notifies
Contractor of amp violation of such laws. ordinances, rules or regulations, Contractor shall immediately
desist from and correct the violation.
11. NON-DISC IM-INATION COVENANT
Contractor, for itself: its personal representatives, assigns. subcontractors and suci:essors 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 111, Division of the Fort
Worth Code. IF A`A" CL:klly'I ANISES I?I ON11 AN ALLEGED VIOLATION OF THIS NON-
DISCRIMINATION- COVENANT BY CONTRACTOR, ITS PERSONAL R FF RES ENTAT Pv ES,
ASSIGNS, SUBCONTRACTORS OR SUCCESSORS ENT FNTEREST, CONTRACTOR AGREES
TO ASSLiNIE SUCH LIABILITY AND TO I1 El'rINWY ANI) DEFEND CITY AND HOLD
CITY HARMLESS FROM SUCIA CLAIA'I.
12. NOTICES
Notices required pursuant to the provisions of this Agreement shall be conclusi,,ely determined to
have been delivered when (1) hand-delivered to the other part,, its a,ents. 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:
-I'o CITY: -- To CONTRACTOR:
City of port Worth Copactctt business name
Attn: Project Manager Buyer's Naive and Tide ; k YPr-
200 Texas Street �'
Fort Worth, TX 76 1 02-6 3 1 1
Email: Phone: ,,'t l 1
facsimile: %{? - ? -?
Phone: G- /C/
Facsimile: (81 7) ;92-865,1 Email: �a, �ti "' � ?
With copy to Fort Worth City Attornev-s Office at �
same address
I
13. SOLICITATION OF EtVll'LOYEES
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. Notwithstandint, the foregoing, this provision
shall not apply to an employee of either pare who independently responds to a general solicitation of
advertisement of employment by either party.
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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 tern 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. SEVERAEILITY
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 perfonn all services under this contract in a
safe, efficient and lawful manner using industry accepted practices, and in fiill 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
ITE No,20-0065 Emergericy Bottled VVaLer Page 5 of 28
Contractor Services Agreement
Attachment A, Part 1, 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 tern of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terns 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: (I) 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 cornrnence 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 perfonnance of this agreement,
that such subcontractor shall have and maintain current valid and appropriate federal and state licenses
and pen-nits 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 nonnal 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
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Contractor Services Agreement
proper order, resolution, ordinance or rather authorization of the entity. This A,vrcernent and an-,
amendment hereto. may be excited by am; cWthoriicd representative of Contractor ,vhose name. title and
si(1Mture is affixed on the Verification of Si,nature Authority Form, which is attached hereto as
Attachment t . Each party is lull- entitled to rely on these wal anties and representations in entering into
this Aureement or anti' amendment hereto.
ACCORDINGLY. the parties hereto have dull' e::ecuted this A<oreement and established the
Effecti�e Date as being the date subscribed by the City's designated Assistant City Manager.
CITY OF FORT WORTI-L CONTRACTOR:
Dana aurghdoR un 2,2D2012:50 CDT)
Bv: Name: Dana Burghdoff By: Name:
Title: Assistant City Manager Title: `f � ✓7� i :1 �'�� �CCC `- ?
Jun 2,2020 C/
Date: Date:
APPROVAL RECOMMENDEID:
i
i
Name: Christopher P. Harder
Title: PE Director
Water Department �,QR7 `A
ATTEST:
201.
By: *;
name: Mary J. Kayser '�7ia
Title: City Secretary
APPROVED AS TO FORM AND CONTRACT COMPLIANCE MANAGER.-
LEGALITY: By slanina I acknowledge that I am the person
responsible for the monitoring and administration of
cot" Parry
this contract, includin,ensuring,all performance and
Taylor Paris(Jun 2,202012:27 CDT) i
B,' Name: �Bungins I reporting requirements.
i
Title: Assistant Citv Attornev
CONTRACT AUTHORIZATION:
M&C: 2V — o2i '� B_'
DATE: f4 ? i� me: Kim er y Pool
1295: oZ Sq� $ Title: Admi O ative Services Coordinator
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Contractor Services Agreement
OFFICIAL RECORD
CITY SECRETARY
FT WORTH,TX
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 naive 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 INV®ICING 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 inforination 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, ITB/RFQt
number, 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 the 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 bid or adjusted with a renewal, shall remain film for each correlative teen of the
Agreement.
3.5 Upon expiration of the Agreement tern, the successful bidder, agrees to hold over under
the terns and conditions of this Agreement for a reasonable period of time to allow the city to re-
bid an agreement, not to exceed ninety(90) days. Contractor will be reimbursed for this service at
the prior agreement rate(s). 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.
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3.6 Goods and/or services shall not be suspended by the Contractor without a 30 day prior
written notice to the City.
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 REQUIREMENTS
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%.
6.0 COMPLAINTS
Complaints processed through the City Purchasing Division are to be corrected within fourteen
(14) days of formal notice of complaint. Written response to the Purchasing Division is required.
Failure to properly resolve complaints within the fourteen (14) calendar day time period may
result in the cancellation of the applicable line item(s) in the price agreement.
7.0 SUBCONTRACTING
Subcontracting of the work under this Agreement will be allowed provided Contractor notifies the
Project Manager at least 24 hours in advance. If Contractor intends to engage a subcontractor(s) to
perform any of its obligations herein, subcontractor(s) shall agree to be bound by the duties and
obligations of Contractor under the Contract as such duties and obligations may apply. Contractor
shall, upon request, provide City with a fully executed copy of any agreement making such
subcontract.
8.0 DELIVERY
8.1 Delivery shall be F.O.B. Destination and all other delivery charges shall be included in
the unit price. The person placing the order will provide delivery and billing information. No
additional charges for expenses, freight, mileage, time, or similar items will be accepted or paid
by the City.
8.2 There may be instances when the Contractor may be asked to accelerate delivery of an
order or services due to extenuating or emergency circumstances. Wlien 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.
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Failure to comply with the delivery terns 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 workrnanship, 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 fiirnished.
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.
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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 perfonned 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
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 fiill amount
thereof
11.0 PRODUCT WARRANTY
Contractor warrants that the goods furnished will conform to City's specifications, drawings and
descriptions listed in the proposal invitation, and the sample(s) furnished by Contractor, if any.
In the event of a conflict between City's specifications, drawings, and descriptions, City's
specifications shall govern.
12.0 SAFETY WARRANTY
Contractor warrants that the product sold or services provided to City shall conform to the
standards promulgated by the U.S. Department of Labor under the Occupational Safety and
Health Act (OSHA) of 1970, as amended. In the event the product or services do not conform to
OSHA standards, City may return the product for correction or replacement at Contractor's
expense or City may terminate the contract. In the event Contractor fails to make appropriate
correction within a reasonable time, any correction made by City will be at Contractor's expense.
Where no correction is or can be made, Contractor shall refund all monies received for such
goods or services within thirty (30) days after request is made by City in writing and
received by Contractor. Notice is considered to have been received upon hand delivery, or
otherwise in accordance with the Notice provisions of this contract. Failure to make such refiind
shall constitute breach and cause this contract to terminate irmnediately.
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
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Contractor Services Agreement
"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 CONTRACTOIt's duty to indemnify the City under this Agreement. If the
Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, CONTRACTOR shall, at its own expense and as City's sole remedy, either: (a)
procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make 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
!T6 1\!o.anG Project Title Page 12 of 28
Contractor Services Agreement
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.
FrB No_and Protect Title Page 13 of 28
Contractor Services Agreement
PAIN-111
GENERAL TERMS AND CONDITIONS
1.0 DEFINITION OF CITE,'
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 INFQRMATION
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 PR()HIBITION AGAINST PERSONAL INTEREST IN CONT CTS
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 I
of 4 boxes; and (d) Number of the container bearing the packing slip. Contractor shall bear the
ITB I,do.anal Pi-ojeci Title Page 14 of 28
Contractor Services Agreement
cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest
transportation costs and to conform to requirements of common carriers and any applicable
specifications. City's count or weight shall be final and conclusive on shipments not
accompanied by packing lists.
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 TITLE 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 pennission of the Contractor; however City may make copies of the software
expressly for backup purposes.
12.0 RESERVED
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 applicable (i) Federal: laws, ordinances and
regulations; State: laws, ordinance and regulations; (ii) County: laws, ordinances and regulations;
and (ill) City: laws, ordinances, and regulations for safety of people, environment, and property.
This includes, but is not limited to, all applicable Federal, State, County, and City Agencies,
Administrations and Commissions such as the Environmental Protection Agency (EPA),
iTB No.and Proieoi.Title Page 15 of 28
Contractor Services Agreement
Occupational Safety and Health Administration (OSHA), and the Texas Commission on
Environmental Quality(TCEQ). In the event any applicable law,regulation or ordinance becomes
effective after the start of this Agreement, the Contractor is required to comply with new policy.
Any applicable 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 1-9 forms and
supporting eligibility documentation for each employee who performs work under this
Agreement. Contractor shall adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be perforned 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. 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 harnless against any claims or allegations asserted by third
parties or subcontractors against City arising out of Contractor's and/or its subcontractor's
alleged failure to comply with the above-referenced laws concerning disability discrimination in
the performance of this agreement.
19.0 TIME TO CURE/DISPUTE RESOLUTION
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Contractor Services Agreement
19.1 If either City or Contractor has a claim, dispute, or other matter in question for breach of
duty, obligations, services rendered or any warranty that arises under this Agreement, the parties
shall first provide a reasonable time to cure and then attempt to resolve the matter through this
dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the
dispute and list the party's specific reasons for such dispute. Within ten (10) business days of
receipt of the notice, both parties shall make a good faith effort, either through email, mail,
phone conference, in person meetings, or other reasonable means to cure, resolve any claim,
dispute, breach or other matter in question that may arise out of, or in connection with this
Agreement. If the parties fail to cure or resolve the dispute within sixty (60) days of the date of
receipt of the notice of the dispute, then the parties may submit the matter to non-binding
mediation upon written consent of authorized representatives of both parties in accordance with
the Industry Arbitration Rules of the American Arbitration Association or other applicable riles
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.
TS No. and Rrojeci Tile Page 17 of 28
Contractor Services Agreement
ATTACHMENT B
CALL FOR BIDS/PROPOSALS, PARTS I-11
(inserted behind this page)
11 B o.and Protect Tive Page 18 of 28
Contractor Services Agreement
ATTACHMENT C
CONTRACTOR'S RESPONSE TO CALL FOR
(Inserted behind this page)
ITS,N0.,:nd Prciect T�iI� Page 19 of 28
Contractor Services Agreement
FORT�VORTH
CITY OF FORT WORTH BID OFFER
Event ID Page Invited: PUBLIC EVENT DETAILS
Event Round Version Submit To: City of Fort Worth
PURCHASING DIVISION
Event Name LOWER LEVEL CITY HALL
EC=i-_-_1 E',: 200 TEXAS ST
Start Time Finish Time Fort Worth TX 76102
United States
Email: FMSPurchasincResponses@fortv,,orthtexas.gov
Event Description
The City of For,kNorth seeks bids to establish an Annual Agreement for palletized bottled water for
emergencies for the Water Department.The term of this Agreement shall begin on the date stated in contract
Effective Date )and shall expire one year from the effective date. unless terminated earlier in accordance
with'he provisions of this Agreement(initial Term), Upon the expiration of the Initial Term,the Agreement
shall renew automatically under the same terms and conditions for up to four(4)additional one-year periods,
unless City or Vendor provides the other party with notice of non-renewal at least 60 days before the
expiration of the initiaI term or renewal period.
Terms & Conditions
T"ere is no pre-bid conference for this ITB.
Bids are solicited for furnishing the merchandise,supplies,services and/or equipment as set forth in this
solicitation. Completed Bids including one executed original,one copy and one USB flash drive containing
electronic versions of all bid documents must be received in the Purchasing Division by 1]30 PM- February 6.
202C, and then publicly opened and read aloud at 2:00 P.M. in the Council Chambers. Bids must be submitted in
a sealed envelope WITH THE BID NUMBER WRITTEN ON THE OUTSIDE OF THE ENVELOPE,addressed to the Purchasing
Manager.YOUR BID MUST BE RECEIVED BY THE PURCHASING OFFICE AND TIME STAMPED PRIOR TO THE 1:30 DEADLINE IN
ORDER TO BE CONSIDERED Bids shall be mailed or hand delivered to the following address
City of Fort'North, Purchasing Division,
Lower Level, City Hall, 200 Texas Street, Fort Worth,Texas 76102
Bids delivered by special courier(i.e, Federal Express.Special Delivery etc.)are to be marked on the
outside of the couriers shipping enveiope BID No 20-0065, ITB- Emergency Bottled Water AND MUST BE
RECEIVED BY THE PURCHASING OFFICE AND TIME STAMPED PRIOR To THE 1 i30 DEADLINE IN ORDER TO BE CONSIDERED.
Late bids wil6 be returned or destroyed-, they will not be opened nor considered in the evaluation of the bid.
Bids may be withdrawn at any time prior to the official opening. Bids may not be altered.amended or withdrawn
after the official opening.The undersigned agrees, if the bid is accepted,to furnish any and all items upon
which prices are offered,at the price(s)and upon the terms,conditions and scope/specifications contained in
this document. The period for acceptance of this bid will be 90 calendar days after the bid opening date
DOCUMENT NAME-LOCATION
Bid Offer Sheet—-Cover Page of Final Bid Document V1 and attached as a separate document
Instruction to Bidders-Part 1 of Final Bid Document V1
Purchasing Agreement Specifications- Fart 2 of Final Bid Document VI
Standard Purchasing Terms and Conditions- Pan 3 of Final Bid Document VI
Scope of Services/Specifications-Part 4 of Final Bid Document V1
Conflict of Interest Disclosure Requirement"-Attachment A of Final Bid Document VI
Consideration of Location of Bidder's Principal Place of Business(if applicable)- Attachment B of Final Bid
Document V1
Vendor Contact Information" -Attachment C of Final Bid Document VI
Reference Sheet-Attachment D of Final Bid Document VI
How to Register with the City of Fort VVorth-Attachment E of Final Bid Document VI
No Bid Sheet-Attachment F of Final Bid Document V-,
'*Requ;red to be completed and submitted. See Section 20.0. Part 2 for all required document submission.
Documents are hereby incorporated into this Solicitation by reference,with the same force and effect as if
they were incorporated in full text.
FoRTWORTH
CITY OF FORT WORTH BID OFFER
Event-10 Invited: PUBLIC EVENT DETAILS
Event Round Version Submit To: City of Fort Worth
PURCHASING DIVISION
Event Name LOWER LEVEL CITY HALL
:TE 200 TEXAS ST
Start Time Finish Time Fort VVorih TX 76102
Unified States
Email: FMSPurchasingResponses�fort�%.,cirttilexas gcv
Line Details
Line: 1
Description: Qty Unit UnitPrice Total
24 pack of 16.9 oz.of bottled viate,. 25000M CA
palleliZed only,Celivered,per alftaclneo
specfications
Total Bid Amount:
OR T WORTH
CITY OF FORT WORTH BID OFFER
Evens tD Page Invited: PUBLIC EVENT DETAILS
Event Round Version Submit TO: City of Fort Worir
PURCHASING DIVISION
Event Name LOWER LEVEL CITY HALL
200 TEXAS ST
Start Time Finish Time Fort Worth TX 7 6102
United States
Email: FMSPurchasing Responses Ca,fortworthtexas gov
The undersigned.by his/her signature, represents that helshe is submitting a binding offer and is authorized
to band the respondent to fully comply with the solicitation document contained herein-The Respondent, by
submitting and signing below.acknowledges that helshe has received and read the entire document packet
sections defined above including all documents incorporated by,reference, and agrees to be bound by the terms
therein
Legal Company Name
Company Address: - f
City State.Zip: r
PeopleSo`t Supplier No.
Federal ID Number iJIN):
Printed Name of Officer or Authorized Representative J
Title_ IL", • ,_ - _.
�I
Signature of Officer or Authorized Representative_ r
Date i {`
Email Address: =
Phone Number: -
ATTACHMENT D
INSURANCE
(Behind this page are the City's standard insurance requirements)
ITS i4o.ano Projec!Title Page 20 of 28
Contractor Services Agreement
AT T ACI-ti�itENT E
v .%R,IFJCATJ0N OF SK'�NAT?lRE A L1THOR11'!V
Contractor:
Address:
Clh. state. Zip:
ExCCutioli of this Signatui-e Vei-ification Forth ("Form'-) hereby certifies that the followwinIp 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 V'arranty and
representation set forth in this Form in enterin, 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
sigynatory authority. City is entitled to rely on any current eXecuted Form tlntii it receives a revised Form
that has been properly executed by Contractor.
I. 'Name:
Position:
Signature
?. Name:
Position:
Signature
3. Name:
Position:
signature
Name:
Signiature of President r`CEO
Other Title:
Date:
Page 21 of 28
Contractor Services Agreement
Attachment F
s.
The Healthy Hydration Company-
ReadyRefreshl by Nestle'Standard Terms and Conditions Rider
Nestle Waters North America Inc. ("NWNA') and Customer, identified in the signature block below, have entered
into an agreement for Customer to purchase product and, if applicable, receive other services from NWNA's
ReadyRefresh' home and office delivery service (the "Agreement'). In addition to the provisions detailed in the
Agreement,NWNA and Customer agree to the following ReadyRefresh'Standard Terms and Conditions Rider(the
"Teens and Conditions"). In the event of a conflict between the Agreement and the provisions outlined in the Terms
and Conditions,these Teens and Conditions shall control.
1. EQUIPMENT RENTAL: If Customer requests, NWNA will lease to Customer, and Customer will pay to
NWNA lease payments for the equipment leased from NWNA (the "Equipment'). Customer acknowledges that this
is a true lease. Customer has no equity or ownership rights in the Equipment. NWNA will install the Equipment, as
applicable, at Customer's address provided by Customer to NWNA. If Customer's negligence, abuse or misuse
causes damage requiring repair or replacement, Customer will pay NWNA all such costs on demand. The
Equipment and multi-gallon bottles ("Bottles") are, and will at all times be, NWNA's sole and exclusive property,
and Customer will have no right, title or interest except as provided in these Teens and Conditions. Customer can
purchase the Equipment only if Customer and NWNA agree in writing and Customer assumes responsibility for all
repair or replacement costs,unless specified in an applicable warranty, if any. Customer will use the Equipment and
the Bottles only for NWNA's products and will not reuse or refill the Bottles for any purpose whatsoever. Unless
otherwise agreed to in writing by the Parties, if Customer wishes to exchange the Equipment for reasons not related
to functional defects, Customer agrees to an additional $74.99 replacement fee (the "Non-Defect Equipment
Replacement Fee") for each piece of Equipment that is exchanged. If,upon NWNA's inspection of the Equipment,
it is determined that the Equipment is in working condition, then the Non-Defect Equipment Replacement Fee will
be applied to Customer's account.
2. TERM: These Terms and Conditions shall cover the entire tern set forth in the Agreement (the "Tern").
Notwithstanding anything set forth in the Agreement, NWNA may terminate the Agreement and these Terms and
Conditions,with or without cause,upon thirty(30)days' advance written notice.
3. NWNA's POINT OF USE WATER FILTRATION EQUIPMENT INSTALLATION: If Customer is using
NWNA's Point of Use Water Filtration Equipment (the "POU System'), then NWNA will provide standard
installation of the POU System. This includes one hour of labor,the installation of the POU System(included within
25 feet of the water/drain source; beyond that distance the cost will be charged to Customer as per NWNA's
established price list), and repairs to damage caused solely by NWNA's faulty installation or equipment failure of
the POU System while it is in Customer's location; provided, however, that NWNA shall not be responsible for
damages caused by Customer's negligence, willful misconduct or breach of the Agreement or these Teens and
Conditions. Customer shall be responsible for providing approval for installation and preparing the location for
installation of the Equipment, including without limitation, drilling holes, connections to plumbing, access to the
POU System for servicing and removal. Customer agrees that the POU System and related installation components
remain the property of the NWNA and may be removed by NWNA at the end of the Agreement. Use of copper or
other material specified by the Customer, or installations that require that NWNA contract with third party vendors,
may result in additional installation or service fees. Any early termination of the Agreement and these Terms and
Conditions by Customer will also result in a charge of$150 for the installation and removal of the POU System.
Customer may request that NWNA assist in maintaining the unit, at NWNA's established service pricing. This does
not include external cleaning of unit. Non-scheduled or emergency service as well as any replacement parts will be
billed in accordance with NWNA's established service pricing.
i T D No.and Projeci Title Page 22 of 28
Contractor Services Agreement
4. THIRD-PART' VENDORS: NWNA may enter a third party relationship with a third party vendor which may
service Customer on behalf of NWNA.
5. ADDITIONAL CLEANING SERVICE: As set forth on Exhibit A, attached hereto and made a part hereof,
NWNA recommends that water dispenser(s) be professionally cleaned every three months. If Customer requests,
NWNA or its third party vendors will clean the Equipment at Customer's locations at an agreed upon time and place
and at a price determined by NWNA and accepted by Customer(the"Cleaning Service"). If Customer elects to have
the Equipment cleaned by NWNA, the Cleaning Fee set forth in Exhibit A shall be per unit cleaned per cleaning
cycle. Customer acknowledges that, as part of the Cleaning Service, NWNA may bring to and use on Customer's
locations chemicals or other materials that may be hazardous and may cause damage to the Customer's premises. By
requesting the Cleaning Service, Customer permits NWNA to use these chemicals and materials at the location
where the Cleaning Service will be performed.
6. USE OF LEASED EQUIPMENT, INCLUDED EQUIPMENT AND NWNA'S BOTTLES: Customer will at
all times operate and maintain the Equipment and Bottles in a safe, sanitary and proper manner in accordance with
NWNA's policies, including but not limited to cleaning the Equipment periodically and at least once every three
months. Customer will (i) not remove the Equipment from Customer's location without NWNA's prior written
consent, (ii) not alter the Equipment in any mariner, (iii) pemlit only NWNA or its third party vendors to repair the
Equipment, (iv) notify NWNA immediately if the Equipment or any Bottles are stolen, lost, damaged or destroyed,
and (v) keep the Equipment and Bottles free and clear of, and promptly notify the NWNA of, any levies, liens and
encumbrances. Customer agrees and acknowledges that NWNA may enter Customer's locations at reasonable times
to inspect and repair and clean the Equipment and to deliver or pick up the Bottles.
7. DISPUTES AND SERVICES: (a) In the event Customer requires repair services or other similar requests, such
requests shall be made by calling NWNA's customer service number, which shall be provided by the NWNA
Account Manager. In such cases,all service requests will be handled within three business days. NWNA may,at its
option, replace defective Equipment with a comparable reconditioned unit if it deems that repair is not feasible on
location. (b) In the event that the Customer is dissatisfied with the servicing of the Equipment, the Customer agrees
to attempt a resolution with the Customer Service Department of NWNA. If the dispute is not resolved, the
Customer agrees to notify the NWNA Account Manager for further assistance. (c) If Customer thinks that any
invoiced amount is incorrect, it shall follow the instructions listed on the back of its invoice, which include but are
not limited to submitting its dispute to NWNA's Customer Service Department by phone or in a written letter. All
disputes must be submitted no later than thirty(30) days after the date of the first bill on which the error or problem
first appeared. Customer is obligated to promptly pay all undisputed fees,surcharges and deposited.
8. DEFAULT BY CUSTOMER; NWNA'S REMEDIES: Customer will be in default if: (a) it fails to pay any
amount when due (subject to properly notifying NWNA of a bona fide dispute); (b) it fails to perform or violates
any other term or condition of the Agreement or these Terns and Conditions and fails to cure such violation within
ten(10) days after the occurrence; (c) it abandons or abuses the Equipment or the Bottles; or(d) there is a voluntary
or involuntary institution of a proceeding in bankruptcy against the Customer. Upon any default, NWNA will have
the right to exercise any or all of the following cumulative remedies and any other rights or remedies it may have at
law or in equity: (i) terminate the Agreement and these Terms and Conditions without relieving Customer of its
accrued and continuing obligations; (ii) declare innnediately due and payable as liquidated damages and not as
penalty, all outstanding charges and restocking fees plus the balance of the Equipment, if applicable; (iii) repossess
the Equipment and Bottles, (Customer hereby waives notice, legal process, or liability for trespass or other damage
caused by NWNA or its agents); and/or(iv)NWNA may declare the Equipment a total loss, and Customer will pay
NWNA its replacement value. Customer will pay all of NWNA's costs associated with Customer's default.
9. OFFICE COFFEE SERVICES: If Customer purchases the additional Office Coffee Services, then Customer
agrees to exclusively purchase coffee, allied products (including creamer, sugar, cocoa, teas, etc.) from NWNA for
use with each coffee brewer that is leased under the Agreement and these Terrns and Conditions. Customer agrees to
purchase a minimum of 2 cases of coffee or $50 in allied products (including creamer, sugar, cups, teas, etc.) per
brewer. If Customer does not purchase the minimum of 2 cases of coffee or$50 in allied products per brewer, then
Customer will be charged a $25.99 Coffee Service Fee per delivery. Prices of commodities such as coffee, cocoa,
sugar,paper and related products will be reviewed on a regular basis and are subject to increase at any time.
TS t,ie. aria Proiec,,Tige Page 23 of 28
Contractor Services Agreement
10. CHARGES, SURCHARGES, FEES AND DEPOSIT'S: Except as otherwise specifically stated in the
Agreement, Customer will pay all charges for the products, Equipment, purchased Equipment, and all applicable
surcharges, taxes and fees, including, without limitation, (a) all Bottle deposits up to $10.00 per Bottle and account
deposits up to $100;(b) any applicable delivery fees of up to $20.00 per delivery; (c) if applicable,where a customer
receives Equipment and skips more than two monthly deliveries in any twelve month period beginning when or after
service begins, NWNA reserves the right to charge a "Skip Fee" of$4.99 per month for each skipped month after
the second skipped month; (d) all applicable State bottle deposits and redemption value on any free and purchased
Products upon Customer's receipt of NWNA's invoice; (e) a fee of up to $5.00 for every paper invoice in Iieu of, or
in addition to, any electronic invoice, and (f) the Coffee Service Fee, if applicable. NWNA may change its
administrative, surcharges or other charges or deposit fees at any time with prior notice to Customer. If Customer
does not pay any charge within thirty (30) days of the invoice date, Customer will pay NWNA the greater of(i) a
late fee not to exceed$20 per month, or(ii) interest of 1.5%per month on any unpaid amount from the invoice date
until paid. If the late fee or interest rate exceeds the maximum rate allowed by law, the late charge will be equal to
such maximum rate. Customer will make all payments due without set-off, counterclaim or defense. Payment of
invoice by Customer is an acknowledgment of acceptance and delivery. In the event that Customer qualifies as a tax
exempt organization under the United States Internal Revenue Code and is exempt from paying federal, state or
other taxes, Customer will provide any required documentation as reasonably requested by NWNA.
11. DISCLAIMER OF WARRANTY: NWNA DOES NOT MANUFACTURE THE EQUIPMENT PROVIDED
TO CUSTOMER, IF ANY, AND, NOTWITHSTANDING ANYTHING TO THE CONTRARY, NWNA DOES
NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH
RESPECT TO THE EQUIPMENT, ITS SUITABILITY OR FITNESS FOR ANY PURPOSE OR
MERCHANTABILITY. CUSTOMER ACCEPTS THE EQUIPMENT"AS IS."NO DEFECT IN OR UNFITNESS
OF THE EQUIPMENT, NO LOSS OR DAMAGE AND NO OTHER CONDITION WHATSOEVER WILL
RELIEVE OR SUSPEND CUSTOMER'S OBLIGATIONS, WHICH ARE ABSOLUTE AND
UNCONDITIONAL. TO THE FULL EXTENT PERMITTED BY LAW, NWNA WILL INCUR NO LIABILITY
WHATSOEVER TO CUSTOMER ARISING OUT OF OR IN CONNECTION WITH THE CLEANING
SERVICE OR ANY DEFECT IN OR CONDITION OF THE EQUIPMENT OR ITS USE, OPERATION OR
FUNCTION.
12. CONFIDENTIALITY: These Terns and Conditions as well as all information regarding the business
operations, policies and practices of each party (the "Confidential Infonnation") acquired or learned in connection
with the Agreement and these Terns and Conditions shall be deemed confidential and shall be kept in strict
confidence by the other party. The teen Confidential Infonnation, as used herein,does not include any information
that (i)was lawfully in a party's possession prior to any disclosure by the other party or(ii) is or becomes generally
available to the public other than as a result of disclosure in violation of this Agreement. Notwithstanding anything
in this Agreement to the contrary,NWNA understands and agrees that the CUSTOMER is a public entity under the
laws of the State of Texas and as such is subject to various public infonnation laws and regulations including but
not limited to the Texas Public Infonnation Act Chapter 552 of the Texas Government Code (the"Act"). NWNA
acknowledges that under the Act the following information is subject to disclosure: 1)all documents and data held
by the CUSTOMER including all information obtained from the NRP and 2) information held by the NWNA for
or on behalf of CUSTOMER that relates to the transaction of CUSTOMER's business and to which CUSTOMER
has a right of access If a party receiving Confidential Information is requested to or becomes legally compelled to
disclose any of such Confidential Information the receiving party will provide the disclosing party with prompt
notice so that the disclosing party may seek a protective order or other appropriate remedy or waive compliance
with the provisions of this Agreement If such protective order or other remedy is not obtained or the disclosing
party waives compliance with the provisions hereof, the receiving party will disclose only that portion of the
Confidential Information which is legally required to be disclosed and will reasonably cooperate with disclosing
party's efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information
required to be disclosed The CUSTOMER shall not be liable or responsible in any way for the disclosure of any
information not clearly marked as "Confidential Information" or if disclosure is required by the Act or any other
applicable law or court order. In the event there is a request for such information it will be the responsibility of
NWNA at its sole cost and expense to submit arguments objecting to disclosure to the Texas Attorney General.
CUSTOMER shall not be responsible for or required to submit any arguments to the Attorney General objecting to
the disclosure of NWNA's information but CUSTOMER shall take the steps necessary to allow NWNA the
T� vdo.and i=rojem Titie Page 24 of 28
Contractor Services Agreement
opportunity to submit its own Arguments to the Attorney General. A deternmination on whether such reasons are
sufficient will not be decided by the CUSTOMER but by the Office of the Attornev General of the State of Texas
or by a court of competent jurisdiction. Upon termination or expiration of the Agreement, any Confidential
Information of either party held by the other party shall be retu-ned to the disclosing party.
13. RISK OF LOSS: Customer assumes the risk of loss or damage to the Equipment and Bottles in Customer's
possession and will be responsible for all liability resulting from their use and operation. Customer will pay NWNA,
upon demand, costs to repair or replace any lost, stolen, damaged or destroyed Equipment and/or Bottles, as
determined by NWNA. Customer assumes risk of loss or damage arising out of the Cleaning Service, including loss
or damage to the premises, to human health, or to equipment owned or possessed by Customer (including the
invalidation of any warranty relating to such equipment).
14. [RESERVED].
15.ASSIGNMENT: Customer may not directly or indirectly transfer any of its rights under the Agreement or these
Terms and Conditions and will not allow any third party to take possession of the Equipment or Bottles without
NWNA's prior written consent. Customer will keep the Equipment and Bottles free and clear of levies, liens and
encumbrances and will promptly notify NWNA of any third party seizure,levy,lien,or encumbrance with respect to
any Equipment or Bottles. NWNA may, without Customer's consent, freely assign the Agreement to any current or
future affiliate.
16.NOTICE: All notices required or permitted to be given hereunder shall be in writing and personally delivered,
sent by email to the relevant party's electronic mail address listed below, or sent by United States registered or
certified mail, postage prepaid, return receipt requested, addressed to the parties at the addresses set forth below
with a copy addressed to Nestle Waters North America Inc., Attention: General Counsel, Legal Department, 900
Long Ridge Road, Building 2, Stamford, CT 06902 and to such other addresses as may be supplied in writing by
one party to the other. Notice shall be deemed given when sent via electronic mail or for notices sent via other
means when received as evidenced by the return receipt or the date such notice is first reftised, if that is the case.
17. [RESERVED].
18. FORCE MAJEURE: If either party is prevented from complying with any of the terms or provisions of the
Agreement and/or these Tenns and Conditions by reason of fire, flood, storm, strike, lockout or other labor trouble,
riot,war,rebellion,accident or other acts of God,then upon written notice to the other party,the affected provisions
and/or requirements of the Agreement and these Terms and Conditions shall be suspended during the period of such
disability. If the disability continues for more than ten days, the non-disabled party shall have the right to terminate
the Agreement and the Tenns and Conditions, and neither party shall thereafter have any further rights or
obligations hereunder provided that Customer shall provide NWNA payment for already delivered products or
equipment_
19. ENTIRE AGREEMENT: These Tenns and Conditions are governed by the substantive laws of the state of
Texas, excluding its conflicts of law provisions. These Terms and Conditions, together with the Agreement, any
additional terms, rules, and any other regulations, procedures and policies which NWNA refers to and which are
hereby incorporated by reference, contain the entire understanding and agreement between Customer and NWNA
and the transactions involving products,Bottles and Equipment,and supersedes any and all prior understandings.To
the extent that there is a conflict between the Agreement and any additional terns for products, Bottles, or
Equipment, the additional terms shall govern. If any provision of these Terns and Conditions are held to be illegal,
invalid or unenforceable, this shall not affect any other provisions and these Terms and Conditions shall be deemed
amended to the extent necessary to make it legal, valid and enforceable. Any provision that must survive in order to
allow us to enforce its meaning shall survive the termination of the Agreement and these Tenns and Conditions.
These Terns and Conditions may be executed in multiple counterparts, each of which shall be deemed an original
and all of which, taken together, constitute one instrument. Any failure by either party to enforce a provision of
these Terms and Conditions does not waive that parry's rights to enforce that provision on another occasion, unless
the waiving party waives its rights for another occasion in a writing signed by the waiving party.
ITS 1v10. 3 ncl Prejocl-i ilia Page 25 of 28
Contractor Services Agreement
[Signature Page Follows]
ITB No.and Project I i1.
Page 26 of 28
Contractor Services Agreement
IN WITNESS WHERROF. the Undersigned have L:aW-Sed these Terms and Conditions w be executed effective: as ()I'
the last date set lbrth bt[o��,
CUSTOMER:
Customer Name: Address:
siunanlre: Date:
Print Name: Title:
NWNA:
Signature: Date:
LQ--� Titie: (� L Print Name:
Page 27 of 26
Contractor Services Agreement
t{ ,,t..�•,-sir n =n ��� u.�
zz
Exhibit A: Professional Bottled Water Dispenser Cleaning Service
NWNA recommends that you have your water dispenser(s) professionally cleaned every three months.
ReadyRefresh Professional Cleaning Service is available in most geographies for customers with rented or
customer-owned water dispensers. Check for availability in your area. Our dedicated ReadyRefresh Technicians use
professional-grade cleansers and equipment to ensure that your water dispenser is thoroughly cleaned and properly
dispenses our great-tasting bottled water.
- Professional Cleaning Service is convenient, reliable, and you can trust that your dispensed water is of high
quality.
-We use specialized cleansers to service all parts that come in contact with water,including delicate internal parts.
-Just make an appointment that fits your schedule, and we'll take care of the rest.
Professional Water Dispenser Cleaning Service("PCS")standard pricing:
PCS fee: S59.99 per dispenser Code:#866
*Please note, customers not taking advantage of our Professional Cleaning Service are responsible for regular
dispenser cleaning every three months.
Water dispenser self-cleaning steps:
Getting ready:
-Unplug the dispenser from its power outlet. Remove the empty water bottle from the dispenser.
Cleaning:
-Fill the reservoir with clean,boiled water. Let the water cool.
- Wearing rubber gloves, use a clean scrub brush or cleaning pad to gently clean the reservoir and baffle (the white
plastic piece that sits in the reservoir).
-Drain the water in the dispenser completely by pressing down on the dispensing levers.
-Wipe the outside of the dispenser,including the faucets.
-Drain the reservoir completely.
Finishing up:
-Place a new frill bottle of water on top of the dispenser unit.
-Press down on the hot water lever until water flows freely from the faucet.
-Plug in the power cord and,in less than an hour,your hot and cold water will be ready to use.
72 i\lo_an,,Projeci Title Page 28 of 28
Contractor Services Agreement
M&C Review Page I of 2
Official site of the City of Fort Worth,Texas
CITY COUNC-ILAGENDA l O PWT } liTli
70,
REFERENCE **M&C 20- 13P 20-0065 EMERGENCY
DATE: 4/7/2020 NO.: 0217 LOG NAME: BOTTLED WATER SNB
WATER
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of an Agreement with Nestle Waters North America Inc. for Palletized
Bottled Water for the Water Department in an Annual Amount Up to $112,250.00 and
Authorize Four Annual Renewal Options (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize execution of an Agreement with Nestle Waters
North America Inc. for palletized bottled water for the Water Department in an annual amount up to
$112,250.00 and authorize four annual renewal options.
DISCUSSION:
The Water Department approached the Purchasing Division to procure an annual Agreement
for palletized bottled water when emergencies arise. In order to procure these
services, Purchasing issued an Invitation to Bid (ITB) consisting of detailed specifications regarding
delivery requirements and the type of water needed. The Water Department will use this Agreement
for emergencies , such as when the public is affected by water main breaks or when boiled water
notices are issued.
The bid was advertised in the Fort Worth Star-Telegram on January 22, 2020, January 29, 2020 and
February 5, 2020. The City received four bids. Although Scholar Charter LLC submitted the lowest bid,
it was later withdrawn by the Bidder due to not being able to comply with delivery requirements with
the unit price that was submitted with their bid.
Bids were evaluated based on the lowest bidder complying with all the provisions of the solicitation.
Staff recommends awarding a one-year agreement to Nestle Waters North America Inc. along with
four one-year options to renew. No guarantee was made that a specific amount of these services will
be purchased.
An administrative change order or increase may be made by the City Manager up to the amount
allowed by relevant law and the Fort Worth City Code and does not require specific City Council
approval as long as sufficient funds have been appropriated.
A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing
Division and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the
purchase of goods or services is from sources where subcontracting or supplier opportunities are
negligible.
Upon City Council approval, the initial term shall begin upon execution of the Agreement and shall end
one year from that date.
Each agreement may be renewed for up to four additional one-year terms at the City's option. This
renewal 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.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as previously
appropriated, of the Water& Sewer Fund to support the approval of the above recommendation and
award of the contract. Prior to any expenditure being incurred, the Water Department has the
http://apps.cfwnet.org/council_packet/mc review.asp?ID=27785&councildate=4/7/2020 5/20/2020
M&C Review Page 2 of 2
responsibility to validate the availability of funds.
BQN\\
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I I ID I I Year Chartfield 2
Submitted for City Manager's Office by: Kevin Gunn (2015)
Originating Department Head: Reginald Zeno (8517)
Additional Information Contact:
Cynthia Garcia (8525)
Shatabya Bergland (8087)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=27785&councildate=4/7/2020 5/20/2020