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HomeMy WebLinkAboutContract 54718 CSC No. 54718 CITY OF FORT WORTH REQUEST TO EXERCISE RENEWAL OPTION Landia Inc. 111 Triangle Trade Dr Cary,NC 27513 ° 4�q Attention: Soren B Rasmuessen By- ��o Name- Mary Kayser PP*o o=d Re: Renewal of Bid Landia Pump and Parts Title: City Secrelary Na nE.... PO No: 18-000103276; SS-94702 Renewal Term No.2:February 13,2020 to February 12,2021 The above referenced Contract with the City of Fort Worth expired on February 13,2020. However, the parties have continued to operate in accordance with the Contract and the City expressed its intent to renew the Contact. Pursuant to the Contract, contract renewals are at the sole discretion of the City. This letter is to inform you that the City is renewing the Contract for an additional one(1)year period,which will begin as ofFebruary 14,2020,and will continue until February 13, 2021. The Contract allows for pricing to be evaluated at the time of renewal. The updated pricing for the renewal term is attached hereto and is agreed to by,the City.All other terms and conditions of the Contract remain unchanged. Please sign below to acknowledge your receipt of this Renewal Notice.Please log onto PeopleSoft Purchasing at ho://fortworthtexas.gov/purchasing to insu that your company information is correct and up-to-date. 3 6 If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below. CONTRACT COMPLIANCE MANAGER:By signing I Sincerely, noknowled$e t am the person responsible for the monitoring and Darla Morales administrati of is contract,including ensuring all performance art Parts Material Supervisor 817-392-4932 reporting uir nts.By: APPROVED AS TO FORM AND LEGALITY Name: ,���.r d tfY %--ACLC S - Title: f �-�a tM dui mow, c5.eei 5� Ey: Name: Tayiar Paris Title: Assisfant City Attorney Landia Inc. By:_ �- Name: Soren B Rasmussen Name: Cynthia Garcia Title: Director Title:Asst:Finance Director , OFFICIAL RECORD ❑ Contract Renewal CITY SECRETARY Page I oft FT. WORTH, TX , 1 P.O. No. SS No.:S518- — —y%, 1U--qjV9`t CITY OF FORT WORTH SOLE SOURCEPURCIA.SE VENDOR AGREEMENT This Sole Source Purchase Vendor Agreement("Agreement")is entered into by and between Landia Inc., ("Vendor") and the City of Fort Worth, ("Customer" or "Authorized Customer"),a Texas local government entity. The Vendor agrees to the Terms and Conditions which are attached as Exhibit "A" and incorporated herein by reference The Conflict of Interest Questionnaire(Exhibit`S"),the Vendor Contact Information (Exhibit"C"), Vendor's Sole Source Justification Letter (Exhibit"D") and Vendor's Quote (Exhibit`B") are hereby incorporated by reference.The Amount of this contract shall not exceed$50,000.00. The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. Vendor and Customer have caused this Agreement to be executed by their duly authorized representatives to be effective as of the date signed below. Vendor Name: Landia Inc. Authorized Signature Printed Name: Soren B.Rasmussen Title: Director Date: February 21,2018 City of Fort Worth Authorized Signature Printed Name: Title: �� 5��,.� � IY�U�U� • Date: Sole Source Agreement—Landia 1 Revised 2.8.18cg P.O.No. SS No.:SS18- Exhibit A CITY OF FORT WORTH,TEXAS STANDARD PURCHASING TERMS AND CONDITIONS 1.0 DEFINITION OF BUYER The City of Fort Worth,its officers,agents,servants,authorized employees,vendors and subvendors who act on behalf of various City departments,bodies or agencies. 2.0 DEFINITION OF SELLER The consultant,Vendor(s), supplier,Vendor(s)or other provider of goods and/or services, its officers, agents, servants,employees,vendors and subvendors who act on behalf of the entity under a contract with the City of Fort Worth. 3.0 TERM 3.1 The term of this Agreement will commence upon February 13,2018 or the last date that both the Buyer and the Seller have executed this Agreement(the"Effective Date")and shall continue in full force and effect until February 12,2019. (This will be a maximum of 1 year-follow M&C date or agreed to date),unless terminated earlier in accordance with the Provision of this Agreement. 3.2 Buyer shall have the sole right to renew this Agreement for four additional one-year terms. If Buyer desires to exercise an option to renew,Buyer will notify Seller in writing of its intention to renew. Compensation to be paid during any option term .�'t f(/ shall be the same as is stated in the Initial Term,unless agreed to in writing by both parties. Upon renewal,Landia reserves the right to review and possibly adjust pricing due to inflation, 0 increase in the price of raw materials,etc. 4.0 PUBLIC INFORMATION Any information submitted to the City of Fort Worth(the"City")may be requested by a member of the public under the Texas Public Information Act. See TEX. GOV T CODE ANN. §§ 552.002, 552.128(c)(West Supp.2006).If the City receives a request for a Seller's proprietary information,the Seller listed in the request will be notified and given an opportunity to make arguments to the Texas Attorney General's Office(the"AG") . regarding reasons the Seller believes that its information may not lawfully be released.If Seller does not make arguments or the AG rejects the arguments Seller makes, Seller's information will be,released-without penalty to the City. 5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer shall have a financial interest,direct or indirect,in any contract with Buyer or be financially interested,directly or indirectly,in the sale to Buyer of any land,materials, supplies or services,except on behalf of-Buyer as an officer or employee.Any willful violation of this section shall constitute malfeasance in office,and any officer or employee found guilty thereof shall thereby forfeit his office.or position Sofe Source Agreement—Landia 2 Revised 2.8.18cg P.O.No.t'st:4'-s:r`• :..,. ..� SS No. :SS18- Any violation of this section with the knowledge, expressed or implied,of the person or corporation contracting with the City Council shall render the contract invalid by the City Manager or the City Council.(Chapter XXVII,Section 16, City of Fort Worth Charter) 6.0 ORDERS 6.1 No employees of the Buyer or its officers,agents,servants,vendors or subvendors who,act on behalf of various City departments,bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers,purchase order numbers,or release numbers issued by the Buyer. The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2),or(3). In the case of emergencies,the Buyer's Purchasing Division will place such orders. 6.2 Acceptance of an order and delivery on the part of the Seller without an approved contract number,purchase order number,or release number issued by the Buyer may result in rejection of delivery,return of goods at the Seller's cost and/or non- payment. 7.0 SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice.Each shipping container,shall be clearly and permanently marked as follows: (a)Seller`s name and address: (b)Consignee's name,address and purchase order or purchase change order number; (c)Container number and total number of containers, e.g.,box 1 of 4 boxes;and (d)Number of the container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided.Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 8.0 SHIPMENT UNDER-RESERVATION PROHIBITED Seller is not authorized to ship the goods under reservation,and no tender of a bill of lading will operate as a tender of goods. 9.0 TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptance of the goods. 10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F.O.B.Destination,Freight Prepaid and Allowed;unless delivery terms are specified otherwise in Seller's proposals.Buyer agrees to reimburse Seller for transportation costs in the amount specified in Seller's proposals or actual costs, Sole Source Agreement—Landia 3 Revised 2.8.18cg P.O. No. SS No. :SS18- whichever is lower,if the quoted delivery terms do not include transportation costs; 1( provided,Buyer shall have the right to designate what method of transportation shall be ,S.Wp,,Y Sed to ship the goods. Landia's terms are FOB Destination,Freight Prepaid and Add.The freight amount invoiced will be based onAe weight and dimensions of the box. 11.0 PLACE OF DELIVERY The place of delivery shall be set forth in the "Ship to"block of the purchase order, purchase change order,or release order. 12.0 RIGHT OF INSPECTION Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall be responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications. 13.0 INVOICES 13.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase change order after each delivery.Invoices shall indicate the purchase order or purchase change order number.Invoices shall be itemized and transportation charges,if any, shall be listed separately.A copy of the bill of lading and the freight waybill,when applicable,should be attached to the invoice. Seller shall snail or deliver invoices.to Buyer's Department and address as set forth in the block of the purchase order,purchase change order or release order entitled:'Ship to."Payment shall not be made until the above instruments have been submitted-after delivery and'acceptance of the goods and/or services. 13.2 Seller shall not include Federal Excise,State or City Sales Tax in its invoices. The Buyer shall furnish a tax exemption certificate upon Seller's request. 13.3 Payment. All payment terms shall be"Net 30 Days"unless otherwise agreed to in writing. Before the 1st payment is due to Seller,Seller shall register for direct deposit payments prior to providing goods and/or services using the forms posted on the City's website". 14.0 PRICE WARRANTY 14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller warrants to be no higher than Seller's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase.In the event Seller breaches this warranty,the prices of the items shall be reduced to the prices contained in Seller's proposals,or in the alternative upon Buyer's option,Buyer shall have the right to cancel this contract without any liability to Seller for breach or for Seller's actual expense. Such remedies are in addition to and not in lieu of any other remedies which Buyer may have in law or equity. Sole Source Agreement—Landia 4 Revised 2.8.18cg P.O. No '•rt SS No. :SS18- 14.2 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission,percentage,brokerage or contingent fee, excepting employees ofan established commercial or selling agency that is maintained by Seller for the purpose of securing business.For breach or violation of this warranty,Buyer shall have the right,in addition to any other right or rights arising pursuant to said purchase(s),to cancel this contract without liability and to deduct from the contract price such commission percentage,brokerage or contingent fee,or otherwise to recover the full amount thereof. 15.0 PRODUCT WARRANTY Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall renderthis contract voidable at the option of Buyer. Seller warrants that the goods furnished will conform to Buyer's specifications,drawings and descriptions listed in the proposal invitation,and the sample(s)furnished by Seller,if any.In the event of a conflict between Buyer's specifications,drawings,and descriptions,Buyer's specifications shall govern. 16.0 SAFETY WARRANTY Seller warrants that the product sold to Buyer 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 does not conform to OSHA,standards, Buyer may return the product for correction or replacement at Seller's expense.In the event Seller fails to make appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's expense.Where no correction is or can be made, Seller shall refund all monies received for such goods within thirty(30)days after request is made by Buyer in writing and received by Seller.Notice is considered to have been received upon hand delivery,or otherwise in accordance with Section 29.0 of these terms and conditions.Failure to make such refund shall constitute breach and cause this contract to terminate immediately 17.0 SOFTWARE LICENSE TO SELLER If this purchase is for the license of software products and/or services,and unless otherwise agreed, Seller hereby grants to Buyer,a perpetual,irrevocable,non-exclusive, nontransferable,royalty free license to use the software.This software is "proprietary"to Seller,and is licensed and provided to the Buyer for its sole use for purposes under this Agreement and any attached .work orders or invoices.The City may not use or share this software without permission of the Seller;however Buyer may make copies of the software expressly for backup purposes. 18.0 'WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 18.1 The SELLER warrants that all Deliverables,or any part thereof,furnished hereunder,including but not limited to: programs,documentation,software, Sole Source Agreement—Landia 5 Revised 2.8.18cg P.O. No. SS No.:SS18- analyses,applications,methods,ways,and processes(in this Section each individually referred to as a"Deliverable"and collectively as the "Deliverables,")do not infringe upon or violate any patent,copyrights, trademarks, service marks,trade secrets,or any intellectual property rights or other third party proprietary rights,in the performance of services under this Agreement. 18.2 SELLER shall be liable and responsible for any and all claims made against the City for infringement of any patent,copyright,trademark,service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s)in the course of performance or completion of,or in any way connected with providing the services,or the City's continued use of the Deliverable(s)hereunder. 18.3 SELLER agrees to indemnify,defend,settle,or pay,at its own cost and expense,including the payment of attorney's fees,any claim or action against the City for infringement of any patent,copyright,trade mark,service mark, trade secret,or other intellectual property right arising from City's use of the Deliverable(s),or any part thereof,in accordance with this Agreement,it being understood that this agreement to indemnify,defend,settle or pay shall not apply if the City modifies or misuses the Deliverable(s).So long as SELLER bears the cost and expense of payment for claims or actions against the City pursuant to this section 8,SELLER shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,City shall have the right to fully participate in any and all such settlement, negotiations,or lawsuit as necessary to protect the City's interest,and City agrees to cooperate with SELLER in doing so.In the event City,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement,the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, SELLER shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give SELLER timely written notice of any such claim or action,with copies of all papers City may receive relating thereto.Notwithstanding the foregoing,the City's assumption of payment of' costs or expenses shall not eliminate SELLER'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, SELLER shall,at its own expense and as City's sole remedy, either: (a) Sole Source Agreement—Landia 6 Revised 2.8.18cg P.O. No.;.., SS No. :SS18- procure for City the right to continue to use the Deliverable(s); or(b)modify the Deliverables)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 SELLER,terminate this Agreement, and refund all amounts paid to SELLER by the City,subsequent to which termination City may seek any and all remedies available to City under law. 19.0 OWNERSHIP OF WORK PRODUCT Seller agrees that any and all analyses, evaluations,reports,memoranda, letters,ideas,. processes,methods,programs, and manuals that were developed,prepared, conceived, made or suggested by the Seller for the City pursuant to a Work Order, including all such developments as are originated or conceived during the term of the Contract and that are completed or reduced to writing thereafter(the"Work Product")and Seller acknowledges that such Work Product may be considered"work(s)made for hire"and will be and remain the exclusive property of the City.To the extent that the Work Product,under applicable law,may not be considered work(s)made for hire,Seller hereby agrees that this Agreement effectively transfers,grants,conveys,and assigns exclusively to Buyer,all rights,title and ownership interests,including copyright,which Seller may have in any Work Product or any tangible media embodying such Work Product,without the necessity of any further consideration,and Buyer shall be entitled to obtain and hold in its own name,all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of its vendors hereby waives any property interest in such Work Product. 20.0 NETWORK ACCESS The City owns and operates a computing environment and network(collectively the 'Network").If Seller requires access,whether onsite or remote,to the City's network to provide services hereunder,and the Seller is required to utilize the Internet, Intranet, email,City database,or other network application, Seller 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. 21.0 CANCELLATION Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof, including warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies,which Buyer may have in law or equity. Sole Source Agreement—Landia Revised 2.8.18cg P.O.No. SS No. :SS18- 22.0 TERMINATION The performance of work or purchase of goods under this order may be terminated in whole or in part by Buyer,with or without cause,at any time upon the delivery to Seller of a written "Notice of Termination"specifying the extent to which performance of work or the goods to.be purchased under the order is terminated and the date upon which such termination becomes effective. Such right of termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein. 23.0 ASSIGNMENT/DELEGATION No interest,obligation or right of Seller,including the right to receive payment,under this contract shall be assigned or delegated to another entity without the express written consent of Buyer.Any attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent,Seller agrees that Seller shall provide,at no additional cost to Buyer,all documents,as determined by Buyer,that are reasonable and necessary to verify Seller's legal status and transfer of rights,interests,or obligations to another entity.The documents that may be requested'include,but are not limited to,Articles of Incorporation and related amendments,Certificate of Merger,IRS Form W-9 to verify tax identification number, etc.Buyer reserves the right to withhold all payments to any entity other than Seller, if Seller is not in compliance with this provision.If Seller fails to provide necessary information in accordance with this section,Buyer shall not be liable for any penalties,fees or interest resulting therefrom. 24.0 WAIVER No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration in writing and is signed by the aggrieved party. 25.0 MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 26.0 THE AGREEMENT In the absence of an otherwise negotiated contract, or unless stated otherwise,the Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions together with any attachments and exhibits.This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement.No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement.Acceptance of or acquiescence in a course of performance under this Agreement shall not be relevant to determine the meaning of this Agreement even though. the accepting or acquiescing party has knowledge of the performance and opportunity for objection.Whenever a term defined by the Uniform Commercial Code(UCC)is used in Sole Source Agreement—Landia 8 Revised 2.8.18cg. P.O. No. SS No.:SS18- this Agreement,the definition contained-in the UCC shall control.In the event of a conflict between the contract documents,the order of precedence shall be these Standard Terms and Conditions,'and the Seller's Quote. 27.0 APPLICABLE LAW/VENUE This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform Commercial Code" or"UCC"is used.It shall be construed as meaning the Uniform Commercial Code as adopted and amended in the State of Texas.Both parties agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant County,Texas.This contract shall be governed, construed and enforced under the laws of the State of Texas. 28.0 INDEPENDENT VENDORS) Seller shall operate hereunder as an independent Vendor(s)and not as an officer,agent, servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control,the details of its operations hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees,vendors and sub-vendors.The doctrine of respondent superior shall not apply as between Buyer and Seller,its officers,agents,employees,vendors and subvendors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller,its officers,agents, employees,vendors and subvendors. 29.0 LIABILITY AND INDEMNIFICATION. 29.1 LIABILITY-SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCLUDING DEATH,TO ANY AND ALL PERSONS,OF ANY HIND OR CHARACTER,WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 29.2 INDEMNIFICATION-SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND THE CITY (ALSO REFERRED TO AS BUYER),ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER,WHETHER REAL OR ASSERTED,FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS, AND ANY RESULTING LOST PROFITS)PERSONAL INJURY, INCLUDING DEATH,TO ANY AND ALL.PERSONS,AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF Sole Source Agreement—Landia 9 Revised 2.8.18cg P.O. No.'; SS No. :SS18= SELLER,ITS OFFICERS,AGENTS,SUBVENDOR(S)S,SERVANTS OR EMPLOYEES 30.0 SEVERABILITY In case any one or more of the provisions contained in this agreement shall for any reason,be held to be invalid,illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement,which agreement shall be construed as if such invalid,illegal or unenforceable provision had never been contained herein. 31.0 FISCAL FUNDING LMTATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract,then Buyer will immediately notify Seller of such occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. 32.0 NOTICES TO PARTIES Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively determined to have been delivered three(3)business days following the day such notice is deposited in the United States mail,in a sealed envelope with sufficient postage attached,addressed to Purchasing Manager,City of Fort Worth,Purchasing Division,200 Texas Street,Fort Worth,Texas 76102.Notices to Seller shall be conclusively determined to have been delivered three(3)business days following the day such notice is deposited in the United States mail,in a sealed envelope with sufficient postage attached,addressed to the address given by Seller in its response to Buyer's invitation to proposals. Or if sent via express courier or hand delivery,notice is considered received upon delivery. 33.0 NON-DISCRE IINATION This contract is made and entered into with reference specifically to Chapter 17,Article III,Division 3 ("Employment Practices"),of the City Code of the City of Fort Worth (1986),as amended,and Seller hereby covenants and agrees that Seller,its employees, officers, agents,vendors or subvendors,have fully complied with all provisions of same and that no employee,participant, applicant,Vendor(s)or subVendor(s)has been discriminated against according to the terms of such Ordinance by Seller,its employees, officers,agents,Vendor(s)or subvendors herein. 34.0 IMMIGRATION NATIONALITY ACT City actively supports the Immigration&Nationality Act(1NA)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 Sole Source Agreement—Landia 10 Revised 2.8.18cg P.O. No. SS No.:SS18- ^� 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 b P Y any' employee who is not legally eligible to perform such services.Vendor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement.Vendor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 35.0 HEALTH,SAFETY,AND ENVIRONMENTAL REQUIREMENTS Services,products,materials,and supplies provided by the Seller must meet or exceed all applicable health,safety,and the environmental.laws,requirements,and standards.In addition, Seller agrees to obtain and pay,at its own expense,for all licenses,permits, certificates, and inspections necessary to provide the products or to perform the services hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision.Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 36.0 RIGHT TO AUDIT Seller agrees that the Buyer,or Buyer's authorized representative,shall,until the expiration of three(3)years after final payment under this contract, and at no additional cost to Buyer;have access to and the right to examine and copy any directly pertinent books, computer disks, digital files,documents,papers and records of the Seller involving transactions relating to this contract,including any and all records maintained pursuant to this.Agreement. Seller agrees that the Buyer shall have access, during normal working hours,to all necessary Seller facilities,and shall be provided adequate and appropriate workspace,in order to conduct audits in compliance with the provisions of this section.Buyer shall pay Seller for reasonable costs of any copying in accordance with the standards set forth in the Texas Administrative Code.The Buyer shall give Seller reasonable advance written notice of intended audits,but no less than ten(10) business days. 37.0 DISABILITY In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller warrants that it and any and all of its subvendors will not unlawfully discriminate.on the basis of disability in the provision of services to general public,nor in the availability,terms and/or conditions of employment for applicants for employment with,or employees of Seller or any of its subvendors. Seller warrants it will fully comply with ADA's provisions and any other applicable federal,state and local laws concerning disability and will defend,indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or subvendors against Buyer arising out of Seller's - Sole Source Agreement—Landia 11 ' Revised 2.8.18cg P.O.No.r»,'• ::r.. SS No.:SS18- and/or.its subvendor's alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. ' DISPUTE RESOLUTION 38.0 If either Buyer or Seller 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 attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim,dispute, or breach.The notice shall state the nature of the dispute and list the party's specific reasons for such dispute.Within ten(10)business days of receipt of the notice,both parties shall make a good faith effort, either through email, mail,phone conference,in person meetings,or other reasonable means to resolve any claim, dispute,breach or other matter in question that may arise out of,or in connection with this Agreement.If the parties fail to resolve the dispute within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non- binding mediation upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules 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. 39.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Seller 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,Seller certifies that Seller's signature provides written verification to the City that Seller: (1) does not boycott Israel;and(2)will not boycott Israel during the term of the contract 40.0 INSURANCE REQUIREMENTS 40.1 ' Seller shall assume all risk and liability for accidents and damages that may occur to persons or property during the prosecution of work under this Agreement. Seller shall file with the City of Fort Worth Purchasing Division,prior to the commencement of services, a certificate of insurance documenting the following required insurance within five(5)calendar days of notification. 40.2 Policies shall have no 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 Sole Source Agreement—Landia 12 Revised 2.8.18cg P.O. No. SS No. :SS18- insurance coverage,and the City desires the Vendor to obtain such coverage,the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. 40.2.1 Statutory Workers' Compensation Insurance and Employer?s Liability Insurance at the following limits: $100,000 Each Accident $500,000 Disease—Policy limit $100,000 Disease—Each Employee This coverage may be written as follows: Workers' Compensation and Employers'Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act(Art. 830 8—1.01 et seq. Tex.Rev. Civ. Stat.)and minimum policy limits for Employers'Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee. 40.2.2 Commercial General Liability Insurance including Explosion, Collapse, and Underground Coverage shall be provided as follows: $1,000,000 Each Occurrence $2,000,000 Annual Aggregate Coverage shall include but not be limited to the following: premises/operations,independent vendors,products/completed operations, personal injury,and contractual liability.Insurance shall be provided on an occurrence basis,and as comprehensive as the current Insurance Services Office (ISO)policy. 40.2.3 Auto Liability Insurance shall be provided as follows: $1,000,000 Combined Single Limit Each Accident A commercial business policy shall provide coverage on "Any Auto", defined as autos owned,hired and non-owned. 40.2.4 The Contractor shall furnish the Purchasing Manager,with a certificate of insurance documenting the required insurance prior to the commencement of services. Sole Source Agreement—Landia 13 Revised 2.8.18cg P.O. SS No. :SS18- 40.2.5 Policies shall be endorsed to provide the City of Fort Worth a thirty-(30) day notice of cancellation,material change in coverage,or non-renewal of coverage. 40.2.6 Applicable policies shall also be endorsed to name the City of Fort Worth as an additional insured, as its interests may appear(ATIlvIA). 40.3 ADDITIONAL INSURANCE REQUIREMENTS 40.3.1 The City,its officers,employees and servants shall be endorsed as an additional insured on Vendor's insurance policies excepting employer's liability insurance coverage under Contractor's workers' compensation insurance policy. 40.3.2 Certificates of insurance satisfactory to the City and Worker's Compensation Affidavit must be received before Vendor can begin work. Failure to supply and maintain such insurance shall be a breach of contract. Contractor shall provide complete copies of all insurance policies required by this Agreement.Ce rtificates of insurance must be supplied to: Financial Management Services Department Attention:Purchasing Division SS- 200 Texas Street(Lower Level) Fort Worth,Texas 76102 , 40.3.3 Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein.Each insurance policy shall be endorsed to provide the City, a minimum 30 days' notice of cancellation,non-renewal,and/or material change in policy terms or coverage.A ten(10)day notice shall be acceptable in the event of non-payment of premium. 40.3.4 Insurers must be authorized to do business in the State of Texas and have a current A.M.Best rating of A:VII or equivalent measure of financial strength and solvency.Deductible limits,or self-funded retention limits, on each policy must not exceed$10,000.00 per occurrence unless otherwise approved by the City. 40.3.5 Other than worker's compensation insurance,in lieu of traditional insurance,City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups.The City must approve in writing any alternative coverage. Sole Source Agreement—Landia 14 Revised 2.8.18cg P.O. No. c. "ri-•i,C`}' ��� SS No.:SS18-, , 40.3.6 Workers'compensation insurance policy(s)covering employees of the Vendor shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. 40.3.7 City shall not be responsible for the direct payment of insurance premium costs for Vendor's insurance. 40.3.8 Vendor's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. 40.3.9 While this agreement is in effect,Vendor"shall report,in a timely manner, to the Purchasing Department any known loss occurrence that could give rise to a liability claim or lawsuit or which could result in a property loss. 40.3.10 Vendor's liability shall not be limited to the specified amounts of insurance required herein. Sole Source Agreement-Landia 15 Revised 2.8.18cg P.O.No.r SS No. :SS18- Exhibit S—CONFLICT OF INTEREST QUESTIONNAIRE Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ ("Questionnaire")the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the City,or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential agreement with the City.Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaire Form CIQ is enclosed with the submittal documents.The form is also available at httn://www.ethics.state-tx.us/forms/CIO.ndf. If you have any questions about compliance,please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement.An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of a Conflict of Interest in an business relationship p that you might have with the City,state Vendor name in the# 1,use N/A in each of the areas on the form.However,a signature is required in the#4 box in all cases. Sole Source Agreement—Landia 16 Revised 2.8.18cg P.O.No. SS No. :SS18- CONFLICT OF-INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questlonnalre reflects changes made to the law by H.B.23,114th Leg., Regular Session. OFRCEUSEONLY This questionnaire is beingfiled in accordancewith Chapter176,Local Government Code, B=Plaoivai by avendorwho has a business relationship as defined by Section 176.001(1-a)with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filedwfth the records administrator ofthe local govemmental entity not later than the 7th business day afterthe date thevendor becomes aware offacts that require the statement to be filed. SeeSectlon 176.006(a-1),Local GovemmentOode. A vendor commits an offense If the vendor knowingly violates Section 176.006, Local Government Code-An offense under this section Is a misdemeanor. 11 Name oivendorwho has a business relationship with local governmental entity. Landia Inc. 2 Checitthls box Ifyou are filing an update to a prevlouslyfiled questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not N/A later than the 7th business day after the date on which you became aware that the originally filed questionnaire was Incomplete or inaccurate.) 3 Name at Imml government officer aboutwhom the Information In this section Is being disclosed. N/A Name of Officer This section(item S Including subparts A, B, C,&D) must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a),Local Government Code.Attach additional pages to this Form CIQ'as necessary. A. is the local government officer named in this section receiving or fikery to receive taxable income,other than investment income,from the vendor? F7 Yes F7 NE) N/A S. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local govemment officer named In this section AND the taxable income is not received from the local governmental entity? =Yes = No N/A C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer.or director,or holds an ownership interest of one percent or more? Yes No N/A D. Describe each employment or business and family relationship with the local govemment officer named in this section. Soren B. Rasmussen,Director February 21, 2018 Signature of vendor doing business with the govemmentai entity Date Adopted t 1712015 Sole Source Agreement—Landia 17 Revised 2.8.18cg P.O.No.r"`..d�,. SS No. :SS18- EXHIBIT C—VENDOR CONTACT INFORMATION Vendor.'s Name: Landia,Inc. Vendor's Local Address: 111 Triangle Trade Drive, Cary,NC 27513 Phone: 919-466-0603 Fax: 919-460-1666 Email: jam@landiaine.com Name of persons to contact when placing an order or invoice questions: Name/Title Casey Steadman Phone: 919-466-0603 Fax: 919-460-1666 Email: cas@landiainc.com Name/Title Joyce Monachella Phone: 919-466-0603 Fax: 919-460-1666 Email: Jam@landiainc.com Name/Title Phone: Fax: Email: c�92¢JL !3. Soren R.Rasmussen Fehruary 2.1, 2018 Signature Printed Name Date Sole Source Agreement—Landla 18 Revised 2.8.18cg P.O. No. SS No. :SS18- Exhibit D e 19I OMEEKED.TO LAST l,andta,tna 111 Tdongle Trade Me Cary,North Caroba 2T5t3 . January 4,+1018 Phone! 919-466.0603 w • 91314604666 EmaIL• tn&Qk-ndialnccom• city ofFortWorth Webslte:vmwjandlein.com Village Cre k w9p 4500 Wilmn Larne Arbgtoa,TX 76012 Attention: Me.Da&Mon!" Subject: Laadia Replacement Parts Dar 26.Mord es: Pleam use ails Iattrx as cotx nation th#as of the date offt letter,Landis,I=is the only supplier ot'Landiaparts sad is the sole source fortho disttibgtioA o£rcpiaccmcttt parts furLandia emits hitbe United Status. Landis strongly reca=Wnds to its customers the use of origlaal menu&ctured parts when Candle umrta am serviced ox accpaixed With the oxcnption oi:'titc bcadngs,the parts Wa manu#'acmred by Landia specifically fbrwe in its wi=sad purgps,.The use of Parts ether than thesc recommended by Landis could result In Vnitfafte sndwould void Landla's warranty on the units,if withnn tine wm=fy pedal. Plowe do not hes'haW to Oorftet the if you have any questions. Tbank you. $cetzagarda, Unei,Ino, t u.wlp,4&1 10"Monaoholla 019ca Monger Sole Source Agreement—Landia' 19 Revised 2.8.18cg SS No. :SS18- Exhibit E UL idanple Twd.Mc cay.uc 2Tsts rronenae:faaaaaas vNulind�nuom Quote 8551 Village Creek Water Treatment Page 1 ofl Water Department Date .lXIMS 4500 Wilma lane Customer no. 81739MIL TX 76012 Arlington lob no. 42711 USA Your ref, REPAIR PARTS Part no. Description Qty. Price Total Repair Parts Village Creek W WTP 928015D Mechanical shaft seal 0 43 1 PCs 675A0 67SDO 9260224 Mechanical shaft seal o45 1 PCs 830.D0 small $230102 Wear hush POP hilb EM1010 AiSI304 17MxMM 1 PCS 620A0 620.00 M0162 Alternative:St steel wear bush w/kardened surface,POP hub 1 PCS 1,285.00 1;M00 EM10117 80M012Dx77x14 9280088 Spacer E42x052z2,5 1 PCS 11.00 mall 9280085 St.steel washer LT a17,4/s24.Qd15 1 PCs 5.D0 5.00 MOM St steel washcr U WR0114"SI3,7/o20,Dx15 1. PCs 5A0 5.00 9260248 Acidproof plug w/G edges DIN 908 1/4'WRG 1 PCs 28,DO 28,00 mom Oil sealing ring,st steel 120k14043 I PCS 55.00 -50% 27.50 60022 freight cost-to be determined 1 PCs Item$32.30162 is what we are recommending now for the wear busNng'as they have a hardened surface. Total USD 3,436.50 De6vary address Country of origin:US VlllageCreet Water Treatment Delivery terns:Delivered Duty Paid Water Depa rtment Payment terms:Net 30 days 4500 Wilma Late See Landa-s terms of sales and delivery,www1and:inexom TX-76012 Arrington USA Sole Source Agreement—Landia 20 Revised 2.8.18cg FORTWORTH P"ew& March 26,2019 Landia Inc. 111 Triangle Trade Dr. Cary,NC 27513 Attention:Joyce Monachella info@Iandiainc.com Re:Renewal of Bid Landia SS Landia Pumps and Parts Po No:18-00103276;SS 18-94702 On 02/1212019,the agreement between Landia Inc.and the City of Fort Worth will expire with 4 option(s)to renew. If you agree to extend the existing agreement for an additional 12-month period,please mark the appropriate box,sign below and return to this letter,your current certificate of insurance and your current signed IRS W-9 form within 48 hours. Final approval of a new purchase order is dependent on fund availability. If approved,a new purchase order will be e-mailed to you. Please note that the former supplier site,BuySpeed Online,will no longer be available for use.The City of Fort Worth has implemented a new system for procurements of goods and services.This will include bidding and direct purchases of goods and services. Business partners will able to access their City-related business information through the City's new PeopleSoft Supplier portal. To access your information in the new system,businesses need to register as a"User"using the link provided below. https://supplier.fortworthtexas gov/psc/finprd/SUPPLIER/ERP/c/NUI FRAMEWORK PT LANDINGPAGE GBL?& You will need the folloWngto complete registration: Your Vendor number:XXXX and your company's TIN identification number. **In the description field please put the position you hold within your company.EX:owner,office manager, accounts payable.** if you have any questions concerning this correspondence,please call 817-392-2462. Thank you for your prompt attention and for your continued interest in doing business with the City of Fort Worth. Sincerely, Shatabya Bergland Purchasing Division,Financial Management Services Department New Agreement Term:02/13/2019 through 02/12/2020 r� Vendor:Landia Inc. City of Vrt Worth ® Yes,renew this agreement ` ❑ No,do not renew this agreement even Rather g�� - JOY9 onachella Purchasing Manager (� _�� wig