HomeMy WebLinkAboutContract 55661CSC No. 55661
GONTRACTOit SERVICES AGRCEMENT
CATERPILLAR GENERATOR & (0�11� PARTS
50LESaURCE
This CONTRACTOR S�RVICES AGREEM�NT ("Agreement") is made and entered into by
and between the CITY OF FQRT WORTH ("City"), a Texas home rule municipal corporation and Holt
Texas, LTD, ("Contr�ctor"), an entity authorized to perforn� work in Texas, acting by and through its duly
authorized i•epreseitt�tive, Michae) Puryear. Tftiis Agreettlent shall be effective as of the EFfective Date
establislted herei�l.
AGR�EMENT DOCUMENTS:
The �dditional documents comprising this Contractor Services Agreement shall include the
faUowiiag;
l.
2.
3.
4.
5.
6,
7.
Attachment A— Standard Terms aiid Conditions Parts I and Il
Attachment t3 — The City's Sole Source Scope Request;
Attachment C� Contractor's Respoiise to City's Sole Source Request;
Attachment D — Insuranc�:
Attacl�ment E- Verification oF Signature Authority Form;
Attachment r— Conflict Of Interest Disclosure Requirement;
Att�chment G— Vendor's Contaet Infdrn�Ation.
Attachments A- D, are incocparated herein and inade a part of this Agreement for all purposes. ln the
event of,any conflict betiween the terms and co»ditions of Attachments A- C and the terms and cond�tions
set fo��th in the body of tl3is Agreement, the terms and conditions ofthis Agreemeitt sltall control.
l. SCOI'G OF SERVICES
Contractor ltereby agrees to provide Caterpillar Generator Maintenance �nd (ORM) Aarts for the
City of Fort Worth Water Department �s per Attachments B and C which more specifically describe the
services to be provided hereunder,
2. TERM
Tliis Agrect7�ent is effective �ts of tlte date subscribed below by the City's designated Assistant
City i�tanager ("Effective Uate") and shall expire on the immediately fallowing September 30°i ("Initial
Term"}. Upon tf�e expiration of the Initial Tenn, tl�e ngreement shall renew automatically under the same
tenns �nd conditions for up to four (4) one-year rene��al periods {"Renewal Periotl) and for a ftt�h
renewal period which shall expire on the ►nonth and day of the Effective Date creating a�ve year total
dur�tion, City may elect or Contractor may request a non�renewal by providing the other pa►�ty with notice
of same at least 60 days befare the expiration �f the Ir�itial Term ar any renewal period.
3. COMPENSATInTY
Cit� shall pay Contractor in accordance with tha provisions nf tl�is Agreement and Attachment B.
"fhe aiinull coritract amount undsr this A�reeme��t, per ferm, shall be thc amount up to $60,UOQ.00
("Coiitract Amount"). �'or any terrn that is less than a full year, the Contracl-An�aunt shall be pro-rated
based on the tiumber of calendar months in the term �nd work performed. The Conti°act A�rtount sh�ll not
cltange in any subsequent R�newal Period, except as may be provided in writin� signed by the Parties.
Contractor shall iiot perfonn any additional services or bill for expe»ses incurred fpr City not specified by
this Agreement unless City requests and approves in wrrting the t�dditional costs for such services, City
SOLE SOURCE — BD Holt CO — Cat c3ene�ator Malnt Page 1 0( 24
Contractor Services Agreement
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
shafl not be liabie for any additional expenses of Conh•actor not specified by- this Agreement unless City
first approves such expenses in writing.
�. TERMINATION/CANCELLATION
7'e�•minatio�i: The City reserves the right to terminate this agreement, or any part hereof, with or
withouC cause, for its sole convenience. The City shall deliver to Contractor a written "Notice af
Tennination" specifyin� the extent to which perfotmance of work or the goods to be purchased under the
�rder is terminated and the date upon which such termination becomeseffective.
In tlte event of such tertnination, the Conh•actor shall immediately stop all work hereunder and
shall immedi�tely cause Any and al( of its sup�liers and subcantractors to cease work. The Contractor
shall be paid a percentage of the agreen�ent price reflecting the percentage of the work {�erformed ��rior to
the notice of termin�tion, plus reasonable charges the Contractor can demonsh•ate to khe reasonable
satisfaction of the City, incurred as a result of the termination. In no event shall the total of all amounts
paid to the Contr�ctor under this section exceed the price stated in the Agreement. �'he Contractor shall
nat be reimbucsed for any profit which ntay have been anticipated, but which have not been earned up to
the dnte of termination.
Cancellation: City sltall hava 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 cletermined by the Depai�tment
Iiead or his/her Assistant City Manage�•.
Non-Appropriation of F'uttds: In the event na funds or insufficient funds are a�}�rnpriated and
btidgeted in any fiscal period for paytnents due tn�der this contract, then City will immadiately natify
Cantractor of such accurrence and this contract shall be terminated on the last day of ihe fiscal period far
which funds have been appropriated without penalty or expense to Gity af any kind whatsnever, except to
the poi�tions of annual payments lierein agreed upon for which fwjds shall have been appropriated and
budgeted or are othenvise avail�ble.
5. UiSCiOSUR� OF CONFLICTS AND CONFIDENTIAL INFORMATIOI�I ,
Disclosure of Canflicks. Contractor hereby warranfs to City that Contractor l�as made full
disclosure in writing of any existing or potential conflicts of inter�st related to Cantractor's services under
tliis Agreement. Tn the event that any conflicts af interest arise after the Lffective Date ofthis Agreement,
Contractor here�y agrees immediately ta make Full disclosure fo City in writin�.
Confidential Infoi�nation. Contractor, for itself and its officers, agents and etnployees, agrees that
it shall tre,�t all inforntation provided to it by City ("City lnformation") as confidential and shall not
CIISCIOSC RItY SUCiI IIIFOCI11Fli1017 t0 A tllfl'fI }�7CCy WICIlOUt LI18 �1•ior �vrilten appraval of City.
Unflutharized Access. Contractor shall store and maintain City Information in a secure mannel•
and shall ilot �Ilaw unauthorized users ta access, rnodify, delete or otherwise corrupt City Information in
any �vay. Cantractor shall notify City immediately if Yhe security or integrity of any City lnformation has
bean campromised or is believed to have been compromised, in which event, Contractor shall, in good
faith, use all commercially reasonable efforts to coaperate with City in identifying whatinformAtion has
been accessed by unauthorized means and shall fully cooperate with City to protect such City lnfor»�ation
Fram furlher unauthorized disclosure.
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Contractor Services Agreement
G. INDEPENDENT CpNTItACTOR
It is expresSly understood and agreed ihat Conlractor sha11 operate as an independent Contractoi•
as to all rights and privileges and work perfortned under this Agreement, and not as an agent,
representative or employee of City. Subject to flnd in accordance with the conditians and provisions of
this Agreement, Co�ih-actoi• shall bave the eaclusive right to control the details of its operations and
lctivities �nd shall be salely responsible for the acts and omissions of iis officers, agents, servants,
empfoyees, consultants and subcontractors. Contractor acknowledges that the doch'ine of ��es�o�rdeal.
strperiru• shall not Ap��ly as betweeti City, its officers, ageitts, se�vants and employees, and Contractor, its
afficers, agents, employees, servants, Contractars and subcontractors. Contracto� further agrees 'that
nothing 1lerein slaall b� construed as the creation af a partnership or joint enterprise between City and
Contractor. It is f�irther uiiderstood that City si�all in no way be considered a co-employer or a joi��t
emplpyer oF Contractor or any officers, agents, seivants, employees or subcontractor of Contractor.
Neither Conh•actor, nor any offieers, agents, serVants, employees or subcontractor of Contractor shall be
entitled to �ny employmenC benefits from City. Contractor sh�ll be responsible and liable for any and alf
payment and reportin� of taxes on behalf of itself, and any of its officers, agents, servRnts, employees or
subcontractor.
7. LIABILITY AND IND�MN1�"Y�A"�'ION
LIABILITY - CONTRACTOR SHALL BE LIABLE AND RESADNSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, rNczr�nrrvc
DEATH, TO ANY AND ,9LL PERSONS, �F ANY Kl'Nt) OI� CHARACTER, WHL�THER REA� 017
ASS�RTLD, TO TI�E EXTENT CA(ISED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
lt1'ALI'�ASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFI'CERS,
AGEIV7S, S�'R vANTS OR EMPLOYEES.
1'NDEIVINIFI'GATIDN - CONTRACTOR HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS A1VD DEFENlI CITY, ITS OFFICERS, AC'rENTS, SERVANTS
AND �'MPZOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS dF ANY
KIND OR CHARACTER, WIIETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE
OR LOSS {INC�UDI'NG ALL.EGED DAMAGE OR LaSS TO CONTI7ACTOR'S BtlSINESS AND
ANY R,�'SrILTXNC �dS�" P�tOFITS} ANI)/OR PERSONAL IIVJ'iIRY, 1'NCLUDING DEATH, T4
ANY AND �1 LL PERSONS, ARISING OUT DF OR IN CONNECTION IWITH THIS AGREEMENT,
�'O THE EXTENT CAUSLD BY THE NEG�1'GENT ACTS OR OMISSIONS �R MALFEASANCE
OFCOI'VTRACT()R, ITS OFr7CERS, A�EiV7'S, S�ItVANTS OR EMPL�YEES.
Contractor shall not be liable ro CITY for any indirect, panitive, or consequential d�mages or lost
profits arisin� froln this Agreement.
$. ASSIGNMENT
Contractor shall nat assign any of its duties, obli�Rtions or rights under tl�is Agreement without
the prior written consent of City, [f City �rants cot7sent to an assignment, the assignee sttall execute A
writtett agreement with City artd Contractor under whiclt the �ssignee agrees ta be bound by the duties
an�i obligations nf Contractor uncler tUis Agreement. Contractor and lssignee shall be joii�tly liable for all
obligations of Contr�ctor under this Agreement prior to the effective date oFthe assi�nment.
9. INSURANCE AND BONDiNG
SOLE S�UF2C� — BD HoI1 C0 — Cat Generator Malnt Page 3 of 24
Contractor Service$ Agreemer►t
Contractor shafl provide City with certificate(s) of insurance docutnenting policies of the types
and mininnim covera�e (imits and perFonnance and/or payment bonds (if required) each to be in effect
prior to cammencement of any work pursuant to this Agreement as pravided for in Attachrnents D or D-1
(ifapplicable),
10. COIVi�'LYANCE WITH LAWS, OADINANCES. RULES AND R�GULATIONS
Coy�tractor agrees that in the performance c�f its obli�ations hereunder, i# shall comply with all
applicable federal� SfAtC fl11d IOCaI IaWS, ordinances, rules and regulations ancl that any work it produces in
connection with this Agreement will alsa comply with all applicable federal, state and local laws,
ordinances, rules and regulations as set farth in Attachn�ent A, PArt I1, Sectior� 14. If City notifies
Cantractar• of aity violation of stich la�vs, ordinanees, rules or reg��lations, Contractar sli�ll immediately
desist from and correct the violation.
1 l. NON-DISCRIMTNATION COVENANT
Contrac[ar, far itself, its personaJ representatives, assigns, subcontractors and successors in
intel•est, as pait of the consideratiori herein, agrees that in the performance of Contractor's duties and
oblig�tions hereunder, it shall not discrimiiiate in the treatment or ernployment pf Any individual or graup
of individuals on any basis prohibited by faw, inciuding Chapter 17, ArticJe f11, Division 3 of the Port
Worth Code. IF ANY CLAIM ARISES FItOM AN ALLEGED VIOLATION Or T1=�IS NON-
DiSCRIMINATION COVENANT BY CONTRACTOR, ITS PERSC�NAL REI'�2�S�NTATIV�S,
ASSIGNS, SUBCONTRACTORS OR SUCC�SSORS IN INTEREST, CONTRACTOR AGR�ES
TO ASSUME SUCH LIASILYTY AND TO INDEMNTFY AND DEFEND CITY AND HOLD
CITY IIAlZ1V1Y;E55 FROM SUCI� CLAYM.
12. NOTICES
Notices required pursuant to tfte provisions of this A�reement shall be conclusively detennined ta
have been delivered when (1} hand-delivered ta tl7e other pa��ly, its Agents, employees, serv�tnts or
representatives, (2) delivered by electronic meAns with electronic confii�t�tion of tlte trar�smission, or (3)
received by the other �arty by United States Mail, regjstered, return receipt rec�uested, addressed as
follows:
To C1TY:
City of rort Worth
Attn: Darla Morales P�rts Materi�l Supervisor
200 Texas Street
Fort Wortlr, 'i'X 76102-G314
Email: Darla.Morales@fortworthtexas;gov
Phone: 817-392-4932
F'acsimile: (817) 392-8654
With copy to �a•t Warth City Attorney's OFPice at
s�me address
To CONTRACT�R:
1-Iolt Texas, Ltd.
Attn: An�ela Graf
5665 Soukheast Loop 41A
San Antonio, Texas 78222
Phone:210-304-8641
Ernail: Angela,Graf@holtcat,com
13. GOVERNMENTAL POWERS
It is understood and a�;reed that by execution of this Agreement, City does not waive or surrender
any of its governmentai powers or immunities.
SdLE SOURCE — BD Holt CO -- Cat Generalor IVlaint Page 4 of 24
Contractor Services Agreement
14, NO WAIVER
The failtu�e of City or Contractor to insist upon the performance of any term or provision of this
Agreernent or to exereise any right grni�ted l�erein slyall not constihtte a waiver of City's or Contractor's
respective t•i�ht to insist upon appropriate perforrnance or to �ssert any such right on any future ocaasion,
15. GOVERNING LAW / VENUE
'I'his Agreement shall be construed in accardance with the laws of the State of Texas. If arty
action, whether real or asserted, at faw or in equity, is brought pursuant to this A�reement, venue for such
action shall lie in stlte courts located in Tarrant County, `I'exas ortlte United States District Court for the
NorQiern Dish•ict af Tex�s, Foit Worth Division,
1G. SEVERAI3ILITY
(f any provision of this Agreentent is held to be invalid, ille�al or unenforceable, the validity,
legaliry and enforceability ofthe remainingprnvisions sball tiot in any w�y be affected or impaired,
17. FORCE MAJF,UR�
City and Contractor shall exercise their best effqi�ts to meet their respective duties and
oblig�tions 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 thcir reasonable control, includin�, but not
liinited to, acts of the public enemy, fires, strikes, health related epid�mics, loekouts, natural disasters,
wars, riqts, material or labor restrictions by any governmental attthority and/or any otlrer similar causes.
18. AM�NDMENTS/ MODIFICATIONS/ �XT�NSIONS
No amendment, modification, or extensiar� of this A�reement shall be binding upon a parly hereto
un�ess set foirth in a�vritten instrument, whicil is executed by an authorized r�presentative of each pariy.
]9. rNTIRTTY OFAGREEMEN'i'
This Agree�nent, including its att�chmenis aiyd exhibiks, co��tains the entire understanding and
abreement between City and Coi�tractoa�, 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 e�tent in �onflict with any provision of this Agreement,
20. WARRANTY
Contractor warrants that its services will be of � pi�ofessional quality and conform to �enerally
prevailing industt•y standards. Contractor warrants that it will perform al) services under this cantract in a
s�fe, efficient �nd lawful manner usin� inc�itstry accepted practices, and in full compliance with all
applicable state and federal laws �overning its activities and is under no restraint or order which would
prohibit perFoi�mance of se�vices under this cont�act, Aclditional specific warrAnty provision are found in
Attachment A, Part I, Sections 9-13. AC1 warranty provisions shall survive the expiration of this
Agreement.
City sliall give written notice of a breach of any warranty within thirty (30) days fram the date
that the cluse for snme is discovered.
SOLE SOURCE — Bf] Holt CO — Cat Generator Maint Page 8 of 24
Contractor 5ervices Agreement
21. PRQHIBTTION ON CONTRACTING WITH COMPANI�S THAT BOYCOTT ISRAEL
Contractor, u�7less a sole proprietor, acknowledges that in accordance with Chapter 2270 of the
Texas Government Code, if Contractar has 10 or more ful) tune-�mploy��s and the contract value is
$100,00Q or more, the City is prohibited fi�om entering into a contract with a company for goods or
services unless the contract contains a �vritten verification from the company that it: {I) does not boycott
Israel, and (2) will not boycott Israel during the term of the contraci. The terms "baycott Israet" and
"company" shall have the meanings ascribed to tliose tern�s in Section 808.Q01 of the `I'exas Government
Code. By signing this contract, Contractor certi�es that Contractor's signature provides written
vcrific�tion to the City that if Chapter 2270, Texas Govey�nment Gode up�lies, COI1tT�CtOr: (1) does
r�oi boycotYisrael; ancl (2) will not boycott Israel durin� the term of the contract.
22, L�CENSES AIVD PERMITS
Corttractor certifies that on the day work is to commence under this contract, and during the
duration of the coith•act, it shall have and maintain current valid and �ppropriate federal and state licenses
and permits necessary for the provision oF services under this contract.
Contract�r also certifies that if it uses any subcontractor in the perfonnanee of this a�reement,
that such subcontractor sl�alf have and maintain current valid and appropriate federAl and state licenses
and permits necessary for the provision of services under this coiYtract.
23. HEADINGS NOT CONTROLLING
Headings and titles used in this Agreement are far reference purposes only, sl�all not be deemed a
park of tl�is Agreement, And are not iiitended to define or limit the scope of any provision of tl�is
A�reement.
24. I2�VIEW OF COUNSEL
The pa��ties �cknowledge fhat each p�rty and its counsel h�ve had an oppnrtttnity to review and
revise this Agreement and that tl�e normal rules of construction to tlte effect ti�at anyambiguities are to be
resolved against the draftin� pai�ty silall not be employed in the interpretation of this Agreement ar its
attacl�m�nts.
2S. COUN'I'ERPARTS
This Agreement may be executed in ane or more counterparts and each counterpart shall, for all
purposes, be deemed an origirtal, but all such counterparts shall together constitute one and the same
i nstr�unent,
2G. SIGNATURE AUTHO�Y'I'Y
Tl�e person sigr�in� this Agreement hereby warrants that he/she l�as the legal authority to esecute
t13is Agreentent on behalf of the res�ective party, and thlt such binding authority has been granted by
proper order, resolution, ordinance ar okher atrthorization of the entity. This Agreement and any
amendment hereta, may be executed by any authorized representative ofi Conh'actdr whose name, title and
sign�►ture is affixed on the VerificaHc�n of Sig��ah�re Auth�rity Form, which is attached hereto as
Attachment E. Each party is fully entitled to rely on these warranties and representations in antering into
this A�reement or a��y an�endment hereto.
SdLE SOURC� - BD Holt GO - Cat Generator Malnt Page 6 of 24
Contraator Services Agreemant
ACCORDINGLY, the pnrties hereto havc duly executed this Agreement and established tl7e
EfFective Date as being the d�te subscribed by the City's designated Assistant City Manaber.
CITY QF FORT WORTH:
CONTRACTOR: HOLT TEXAS, LTD>
�Gi�1Gl �G/�GIGIG�D�F G�.
�y: oana�urghdoff�np za,�ou�:ie� ��, 1�lic:tiao���,
Name; Da�ia Burghdoff Name: Michael Puryear, General Caunsel
Title: Assistant City Manager Title: by Angela Graf, Contract
Supe��visor
D�te: Apr29,2021 Date: �f�/��2,�
APPROVAL R�COIVI�VI�ND�b:
l �Lu.���a�, �
j3y; chrrsiopnerHard �nprz�,zouo�:azcoi)
Nflme: Chris Hardee �.da��n���
Title: Water Department Director �� �oFORp���d
o d
ATT�ST; � �o �o�.��
0 0
E3 `y U U �� 0 � � �
P � ° o° �
Y� � °oa oo *�
Name: Mary J, Kayser ���� �EXA`'�o,-o-�'p
Title: c�ty s�:r�tn�y
__
APPROVED AS TO FORM AND LEGALITY; CONTRACT COMPLIANGE MANAGER;
6��-'i gy signing I acknowledgc that I am the person
Bj+; oeia�k�ap�zy,zoziio:iscoT; C6S�Ori31b�P. fQT t�18 T170111tOI7Tl� c3IIC�
Name: Douglas W F31ack administratian of this contract, including
Title: Sr. Assistant City �lttorney ensuring all performance and reporting
CONTRACT AUTHORIZATION: requirements,
M&C;
Date: �
1295 # ��!G��X�-
By:
Name: parla Morales
Title: Parts Material Supervisor
SOLE 54URCE — BD Ho�t CO — Cat Generator Maint Page 7 of 24
Contractor Servlces Agreement
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
ATTACHMENT A
PART - I
SPECIFIG TERII�S Al�D CON.DITIONS
1,0 C�TANGE IN COMPANY NAME OR QWNERS�iIP
Tfte Contractor shall nntify the City's Purchasing Manager, in writing, of a company name,
ownership, ar 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 iu a
company name or ownership must be accompanied with supporting legal documentation such as
�n updaled W-9, documents filed with the state inclicating such ch�nge, copy of the board of
director's resolution appcoving tlye action, or an executcd merger or acquisition agreement.
Failure to do so m�y adversely impact future invoice paytnents.
2A INVOICING REOUIREMENTS
2,1 Al! invaices should be submitted directly fo the contractin� Depttrtinent. It is the
responsibility of the Contractor to obtaiir the name and contsct infortnation of the Department's
project manager to �vhom invoices shall be submitted.
2.2 A properly pro�ared invoice shall be typewritten or compirter printed Rnd shall include
tiie Gontractor's name, ��hone number/email address, federal tax identification number, Sole
Source number or invoice number, address, date, se�vice or item description, unit price, extended
cost, and Cily issued purchase order number. ]ncomplete or inaccurate invoices may result in
delayed payments, as they shall be returned to the Contractar for correction and re-submittal.
2.3 Under no circumstances will the City be responsible for �oods or services provided
�vithout an Agreement signe� by an authorized city representative.
3.0 IJNTT PRICE ADJUSTMENT
3.1 The unit priccs m�y be adjusted fnr increases or decreases in Contractoi•'s cost during a
renewal period but nat befare kl7e etfective date of a renewal and only upon written request fi•om
tlie Contractor.
3:2 The Cdntractor rnust submit its price adjustment request, in writing, at le�st 60 days
before a renewal effective period. The Contractor shall provide written proof af cost increases
with price adjustment request.
3.3 If the City, does not accept the pranosed rate incre�se, the City reserves the right ta adjust
the rate request, or reject the rAte request iit its entirety and allow the cc�tttract to expit•e at the end
of the contract fern7.
3,4 Prices adjusted witli a renewal, sftall remain firm For eacl� correlative tenn of the
Agreemciit.
3.5 Upon expiration of the A�reement term, Contrnctor shall remain obligated to the City
under all clauses of this Agreement that ex�ressly or by their ��ature extends beyond and survives
the expiration or tennination of this A�;reentent.
3.G Goods and/or services shall not be suspended by the Contractor withaut a:30 day prior
written notice to the City:
SOL� SOURCE �- page 8 of 24
Contractor Services Agraement
4.0 OUANTITIES
'I'he quantities listed on the Part f-A Bid Solicitation Form are estitnates and da not indicate intent
to pui�chase a certnin nmount or any amount. The City of Fort Worth is obligated to pay for only
those materials and services actually ordered by an autharized City employee and then received
as required and accepted by the City.
5.0 1NSURAIYCE AN1� B�NDING REQUIR�MENTS
Insurance requirements are found in thc Agreement, Attachment D,
A valid cei�tificate of insurance shall be provided with the signed Agreement: Failure ta pravide
sueli inForn�ation �vithii� five (5) calendar days tliereof �7�ay be grotinds for termination of tlle
Agreement.
Policies sha11 have no exelusions by endorsements whiclt nullify the required lines of coverage,
nor decrease the limits of said coverape unless such endorsements are approved by dle City. In
the event a contract has been bid or executed and the eYclusions are determined ta 6e
unacceptable or the City desires additianal insurance coverage, and the City desires the
Contractor to obtain such coverage, the contract price shall be adjusted by the cost of the
premium foi• such additional coverage plus 10%.
Wl�en Payment and/or Performance Sonds are required as per Texas Government Cade Chapter
2253, et seq., as ametide�, the Conh�acto�• �nust provide tltie bonds in the amounts and on the
cQnditions required, wid�in 14 ealendar days after »otificatian of award, or as otherwise �•equired.
A Payment 8ond is required for a cantract greater than $SO,U00 and a Performaiice Bond is
required for a contract greater than $100,000.
If said bonds are reqttired, the forms will be attached to the A�reement �s Attachment D-1.
6.0 COMPLAINTS
ComUlaints processed tl�rou�h the City Purchasing Division at•e to be corrected within fouirteen
(14) days of formal i�atice of complaint. Written response to the Purchasing Division is required.
Failiire to properly t`esolve con�plaints within the fourteen (14) calendar day tin�e periad may
resuh in the cancellation ofthe applic�ble line item{s) in the price agreement.
7.0 SOBCONTRACTTNG
Subcontractin� of tlie work under this Agreement will be allawed provided Contractor notifies th�
Project Man�ger �t least 24 hours in advance, lf Contractor i�rteitds to engage a subcontractor(s) to
perfoi�n any of its obli�atinns lierein, subcontractor(s) shall agree to be 6ound by the duties and
obligations of Conti•actor under the ContrAct as sttch duties and obligations may apply. Conh•actoc
shall, upon request, provide City with a fully e�ecuted copy of any agreement making such
subcontr�ct,
8.0 D�LIV�RY
8.1 Delivery shall be F.O.[i. Destinatio�t and all other de�ivery chaiges sh�ll be included in
tlie �u�it price. The person placinb the order wifl provide delivery and billing information. No
additional charges for expenses, freight, mileage, time, or similar items will be accepted or paid
by the City. �
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Contractor Servfces Agreement
8.2 There rnay be instances when the Contractor may be asked ta accelerate delivery of an
order or services duc to extenuating nr emergency circumstances. When this occurs, the
Contractor will be expected ta provide this service at no additional cost.
8.3 ln ti�e event the Comractor is unable to meet the original deliveiy date{s), the Ciry must
be contacted immediately, but prior to Nte due date, and seek an extension of delivery time.
Failure to comply witli the delivery terms may Ue grounds for canceling order(s) or services, or
the entire Agreement.
8.4 Delivery tickets must include che City's Blanket Orde�• Number and tl�e orderin�
depai�tment's Release Number.
8.5 Delivered items th�t a��e detertniy�ed ro bc defective or not meetmg bid s�ecifications shall
be picked up and replaced by the Contractor, or t��e Cantractor's'designee, atno cost to the Gity.
If the item (s) are not picked up witi�in one (1) week after notification, the item shall become a
donation to tlte City for disposition.
$.6 Mnterial Safety Data Sheets (ifapplicable}
8.G.1 A Material Safely 17�ta Sheet (MSDS) for each toxic or hazardous substance or
mixture containing such substance, pursuant to Revised Statutes Annotated (R5A)
Cl�apter 277-A (277-A), shall accompany each delivery. Delive�y of toxic or lrazardous
substance or mixtures containit�g such substance without MSDS sheets shall not be
accepted. Delivered containers shal) be properly labeled pursuant to RSA 277-A.
$.6.2 Failure to submit the required MSDS sheets and/or labe� e�ch conCainer in
accordance with RSA 277-A, shall place the Goi3tractor i�i non-compliance ai�d shall
r�s�ilt ii� civil nr criminal penalties. The Contractor fui•nishing substances or mixtures
subject to RSA 277-A, is ires�onsible for adherin� to and 6eing in eampliance with this
law. Failure to compiy with RSA 277-A, shall result in the cancellatiort of an order.
9,0 WARI2ANTI�S
y.l The Contractor shall provide a warranty to ihclude at a mirtimum, but not limited to the
following;
9.1.1 In acldition to �ny other �varranties in this ca�trlct, tl�e Contractor warrants that
all work and products supplied under this agreement conforms to die agreement
rec���irements and is free from any defect in workmat�ship, ec�uiprnent, material, or design
fut•nished by the C�ntractor or at�}� supplier at any tier,
9.1.2 Contractor agcees to rep�ir or replace promptly, on a one-fbr-one basis without
additional epst to the City of Fa��t Worth, any and all defective work and products, The
City defines "prompt" repair or replacen�ent to be witltin twenry- fou�• (24} hours after
rrotific�tio►� by authorized City persanneL
9.1.3 This warranty shall continue for a period of 40 days from date of acceptlnce of
pcoducts and work by the City.
9.1.� The Gontractorshafl remedy at th� Contractor's expense aily non-conforming or
defective products or work. In adciition, the Contrflctor shall remedy at Contractor's
expense any dan�age to real or personal property owned by the City of Fart Worth, when
that darnage is ihe result ofa defect of �roducts furnished.
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Contractor Servlces Agraement
9.1.5 The Contractor's warranty with respect to products repaired or replaced will run
for 90 days fron� date of install�tion and acceptance of such by the City,
9. I.6 Tl�e City of Fort Worth shall notify'the Contractor, within a reasonable time after
the discovery of any failure, defeck, or damage,
9.1.7 If the Contractor fails to remedy any fAilure, defect, or damags within a
reasonable tiine after receipt of notice, the City of Fort Worth shall have the right to
replace, repair, or otherwise ren7edy the failure, defect, ar damage at the Contractor's
e�pense.
9.1,8 This wan�anty shall not include failures attributable to accident, fire, or
negligence on the p�rt nf City persannel.
9.2 With i•es�ect to all r�arranties, expressed or implied, fram manufacturers, or suppliers for
work perFormed and materials furnished under this contract, the Contractor sltall:
9,2.1 Qbtain all w�rranties that would be abtairied in normal c�mmercial practice;
9.2.2 &nForce all warranties far the benefit aFthe City of fbrt Worth.
11 t .:t�:►
10.1 The price to be paid by City shall be that contained in Contractor's proposals which
Cantr�ctor warrants to be no higher than Conirlcto�•'s current p�•ices on orders by others for
praducts and setvices of the kind and specification cavered by tliis agreement for similar
quantities under like conditions and methods of purchase. In the event Contractor breaches this
warranty, the pi•ices of the items shall ba reduced #a the prices contained in Contractar's
proposals, or in the alternative u�on Contractor's option, Contractor shall have the riglit to
cancel this contract without any liability to Contractor for breach ar fvr Contractor's actual
eKpense. Stich remedies are in addition t� and nat in lieu of any other remedies which
Contractor may have in law or equity.
10.2 Contractor warrants tl�at na person or selling ageney has been emplayed �or retained to
solicit or secure this contract «pon an agreement or understanding for commission, percentage,
brokerage or contingent fee, e�ceptin� employees of an established commercial or selling a�ency
th�t is maintained by Corlteactor for tl7e purpose of securiiig business. For b��each oi� vialation of
this w�rranty, Ciry sllall have the ribht, in addition to any other right or rights arising pursuant to
said purchase(s), to cancel this contract without liability and to deduct fi•om the contract price
suclt commissian percentage, brokerage or contingent fee, or otherwise Cn recor�er the full amount
thereof,
� ' . � 1 a : � � : ► _
Contractor shall not limit or exclude any express or impliad warranties and any attempt to do so
sha[I render this contract voidable at the option of Contractor. Conn•act�r warrants that the goods
furnished will confoi•in ta City's specifications, drawings and descriptions listed in the proposal
invitation, and the santple(s) furnished by Contractor, if any. In the evcnt of' a canflict
between City's snecifications, drawin�s, aT�d descriptions, City's spccific�tions shall gavern,
� . ::s► 1
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Contractor Servlces Agreemant
Contractor warrants that the product sald or services provided ta City shall conform to Uie
standards promulgated by the U.S. Department of Labor under the Occupationaf Safety and
Health Act (OSHA) of 1970, as amended. In the event tha product or services do nol conform [o
OSHA standards, City may return the product far 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 ti�n�, any correction made by City will be at Contractor's expense.
Where no correction is or can be made, Contrnctor shafl refund all monies received for such
goods or services within thirty (30) days after request is made by City in writing and
received by Canti�actor. Notice is considered to have been received upon hand deNvery, or
otherwise in accordance with the Notice provisions of this contraet. Failure to make such refimd
shall constitute breach and cause this contract to terminate immediately.
� .: ::► ►. � ; ► u ► � ► ;� ;
13.1 if ap�licable ta the serv�ces being �ravitled, the CONTRACTOR warrants that all
Deliverables, or any part thereof, furnished hereunder, including but not Iiimited to:
programs, documentation, software, analyses, applications, methods, �vays, a�d processes
(in this Section each 'tndividunlly referred to as a"Deliverable" ancl collectively as thc
"Deliver�k�les,") do not inFringe upon or violate any patent, copyrights, trademarks, scrvice
ma��ks, trade secrets, or any intcllectual property rights or other third narty proprietary
rights, in the performance of services under this Agreement.
13.2 If xpplicable to #l�e services being provided, CONTRACTOR shall be liable and
res�onsiblc for any and all claims �nade against the City for infringement of any patent,
copyright, traclemark, service mark, trade secret, or other intellectual property rights by
the use a1` or supplying of any Dcliverable(s) in thc course of performancc ar completion of,
or in any way connected with provicling the seirvices, or the City's continued use of tl�e
Dclivera6le(s) hereundcr.
13.3 Cf a�plicable to the services being provide�, CONTRACTOR agrees to indemnify,
clefend, settle, or pay, at its own cost and expense, ineluding the payment of atiorne�'s
Fees, any claim ar action against the City for infringemeni of any paten#, co�yright,
traciemark, service mark, trade secret, or other intellectual praperty rlght arising from
City's use of thc Deliverable{s), ar itny part thereof, in Accordancc vvith fhis Agreement, it
bcing understood that this agrecment ta inclemnify, defend, settic or pay shall not apply it'
the City mUcli�es or misuses the Deliverable(s). So long as CONTRACTOR bears the cost
and expense of payment for claims or actions against the City �ursuant to this section 8,
GONTRACTOR shall have the right to conduct the defense of any such claim or
action and all negotiations for its settfement or compromise and to settle or compromisc
any such claim; ho�vever, City shaCl have the right to fully participate in any and aIM such
settlement, nogotiations, or lawsuit as necessary to protect the City's interest, and City
a�rees to cdo�erate with CONTItACTOR in doing so. In thc event City, for rvhatever
reason, assumes tlte resppnsibility for nayment of costs and expenses for any claim or
action brought against the City for infi�ingement arising under this Agreement, the City
shall havc the sole right to conduct the defense of Any such claim oi• action and all
negotiations for its settlement or compromise and to settle or cornpromise any s�uch
elaim; I�owever, CUNTRAGTOR shall fiilly participate and cooperate with the City ip
defense of such claim ar action. City agrees to give CONTRACTOR timely �ritten notice
of any such claim or action, with co�ies �uf all pApers City may receive relating thereto.
Notwithstanding the Coregoing, the City's assum�tion ol' payment of costs or ex�enses shall
not eliminate C�NTRACTOR's cTuty to indemnify the Gity undar this Agreement. If the
Dcliverable(s), or any part thereof, is held to infringe and the use thereof is epjoined or
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Contractor Servlces Agreement
restrained or, if as a result of a settlement or cornpromise, such use is materially adversely
restricted, CONTRACTOR shall, at its own expense and as City's sole remedy, eit6er: (a)
procure for City the right to cantinue to use the Deliverable(s); or (b) m�►dify the
Deliverable(s) ta makc them/it non-infringing, provided that sttch modification does not
materiAlly adversel� affect City's autltorized use of the Deliverable(s}; or (c) replace the
Deliverable(s) with equally suitablc, compatible, and functionally equivalent non-infringing
bcliverable(s) at no adtlitional charg� to City; or (d) if none of thc foregoing alternatives is
reasonably available to CONTRACTOR, tcrminate fhis Agreement, anc� refund alI
amdunts paid to CQNTRAC�'OR by the City, subsequent to which termination Cfty may
seek any and all remedies available to City under law.
14,0 SAFETY
'T'he Contr�ctor shall be responsi6le for creati►�g �nd �naintaining its own safety plan meeting all
federal, stflte, �ounty or city laws, ordinances and re�ulations.
15.0 HAZARDOUS CONUITIONS
The Contractor is required to notify the City immecliately af Contractor's discovery af any
hazardous conditions during performance of tlie services, City may susperid contractor's 4vork for
such reasonable tif�te 1s is necessary to evaluate the possible hazardous condiCions and to develop
a pl�n For inanaging same. Conti•Retor and City may negotiate a change order, ifiiecessa�y, for
�ontractor to eatttinue its worh if the original coriditions liave �naterially changed �iue to the
discovety of liazardous conditians,
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Contractor Services Agreement
PAYtT - II
GEN�RAL TERMS AND CONDITIONS
l.Q DEFINITION OF CITY
The City of Fort Worth, its officers, agents, servants, authorized employees, contractars and
suhcontractor•s who act on behalf of various City departmentS, bodies or agencies.
2A DEFINITION OF CONTRArTOR
The consultant, service provider(s), supplier, or other provider of goods and/or services, its
officers, a�ents, servants, employees, coi�tractors and subcontractors wl�o act on behalf of the
entity which is engaged in a conlract witl� the City.
� ' � ► �:u: •►
Any inforrnation submitted ta the City of Fort Wor[h may be requested by a tnember of the
public under the Texas l�ublic information Act. If the City receives a request far a Cantractar's
proprietary inform�tion, the Contractor listed in the request will be notified and given an
o�porku�iity ta make ar���ments to the Texas Attorney General's Uffice (the "AG") regarding
reRsons the Contractor believes that its information may not lawfully be released. If Contractor
does not mflke arguments or the AG rejects the arguments Cantractor makes, Contractor's
i►rtfai•matian .vill be released witf�out penalty to the City.
� � �; �. � e.: : i► �;. �►: i► : �► e►r ;: y
No ofticer or em�l�yee of City shall have a financial inter�st, direct or indirect, in ar�y contract
wiih City or be financiaUy interested, direct]y a• indirectly, in the sale to City of any land,
materials, supplies or services, except on bel�alf ofCity As an officer or employee. Any wiflfui
violation of this section shall canstitute maffeas�nce in of�ce, and any officer or employee
found guilly thereof shall thereUy forfeit his office or position. Any violatian of this section
with the knowledge, ex�ressed or implied, of the person or co��ar�ation contracting with the City
Cauncil shall render the contract invalid by tl�e City Mai�a�er or the City Council.
(Chapter XXVII, Section 16, City of Fort Worth Charter)
5.0 ( RDFR4
5.1 No em�loyees of the City or its officers, agents, servants, conh•actors or
stibcan4�actors wlio act an behalf of various Ciry dep�rhnents, bodies or agencies are
autharized to �lace orde��s for goods and/or services witho�rt providing approved contract
numbers, piu•chase order numbers, or rele�se numbers issued by tlte City. The only exceptians
are Purch�sir�g Cai•d orders and ernergencies pursuant to Texas Local Government Code Section
252.p22(a)(I), (2), or (3). In the case aF emergencies, tlie City's Purchasing Division will
place such o�ders.
5:2 Acceptance of an order and delivery on the part af the Contractar without an approved
contract number, purcl�ase order numbei•, or i�elease number issued by the City may result in
rejection af delivery, return of goods at the Gontractor's eost ancl/or non-payinent.
! �� [s �: 1 . ►: ��1
If applicable ta the scope of work, Gvntractor will package goods in accordance with good
commercial practice. Eacl� shipping container, shall be clearly and pern�anently marked as
follows: (a) Conkractor's name and address; (b) Consignee's natne, address and parcl�ase order or
purchase cliange arder mimber; (c) Container number and total numbe2� of cotitainers; e.�,, box l
of 4 boxes; and (d) Number of the contaiiier beariiig the packing slip. Contractor shafl bear the
cost of �ackaging unless otherwise provided. Goods shafl be suitably packed to secure lowest
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Contractor 5ervlces Agreement
transportation costs and to conform to requirements of common carriers �nd any applicable
specificntions, City's count ar weight sh�ll be final and conclusive on shipments not
accompanied by packing lists.
7.0 SHIPMFNT UN FR R. .RVATION PROHIBITED
Contractor is not authorized to ship the goocls under reservation, and no t�nder of a bill of ladin�
will oper�te as a tender of goads.
8.0 TYTLF. AND RTSK OF i.OS.
If a}�plicable to tlre scope of work, the title a»d risk of loss of the goods sl�all not pass to City
until Ciry actuaJly receives and takes possession of the goods at the point or points of delivery
after inspection and acceptance of the goods.
9.0 PL.ACh: OF DEL.IVF.RY
If applicable to tl�e scope of work, the place of deliveiy shall be set fortlt in the "Sl�ip to"
block of the purchase order, purchase change order, or release order.
10.0 RiGHT OF TNSPr.CTiO1V
I1' applicable to the scope of work, City shall have the right to inspect the goods upon deliveiy
befoi•e accepting them. Contractor shail be responsible for all charges for the return to
Contractor of any goods rejected as being nonconforming under thespecifications.
1 � .: C ►. � 1►_ �: !.
If tl�is purchase is for the lice�ise of sot'tware products and/or services, and unless
otherrvise agreed, Contractor hereby grants to City, a perpetual, irrevacahle, non�exclusive,
nontransferable, royalty free license to use the software. This sattware is "proprietary" to
Gontractor, and is licensed and nrovided t4 the City for its sole use for purposes under this
A�reement and any attached work �rdcrs ar invoic�s. The City may not use ar share this
saftware without permission of the Contractor; however City may make copies of the soflware
eapressfy for b�ckijp purposes.
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ContraCtOr Servlces Agreement
1 ► � ! ► � .
The City owns and operates a computing environment and natwork (collectively the "Network").
If Contractor requires access, whether onsite or remote, to tlte City's network to provide services
hereunder, and the Cdntractor is required tn utilize the Internet, Intranet, email, City database, or
other network application, Contractor shall separately eYecute the City's Network Access
Agreement prior to providing such services. A copy qf the City's standard Network Access
Agreernent can be �rovided upon rec�uest.
14,0 LAWS. R�GULATIONS. ANn ORDINA1vCES
The Cotttrlclor sha11 be respottsible foc meetinb all Federal: laws, ordinances and regulations;
State: laws, ordin�nce �tnd regulations, Cauniy, laws, ordiriances and re�ulaiions; and City: laws,
ordinances, and regulations for safety of people, environment, and property. This includes, Uut is
not limited to, all Fecleral, State, County, and Gity Agencies, AdministrAtions and Commissions
such as the �nvironmantal Protection Agency (EPA), Occupational Safety and Health
Administrakion (OSHA), and the Te�as Commissiarr on Environmenta( Quality (TCEQ). In the
event any law, regulation or ordinance becomes effective after the start nf this Agreement, the
Contractor is required to com�ly with new nolicy. Any mandates requirin� the City to comply
with iiew �uidelines �vill �lso i•equire the Contractor to camply.
15.0 IMMI(�RATION NATTONA .ITY A _T '
Contractor shall verify the i�ientity and employment eligibili .ty of its employees who perform
�vork undel• this Agreement, including coinpleting the Employinent Cligibility Verification Form
(I-9}, Upon request by City, Conti•actor shall provide City with copies of all I-9 forms and
supporting eligibility dacumentatiorr far each employee whd performs work under this
Agreement. Contractor shall adhere to all Federal and State laws as wep as establish appropriate
pracedures ar}d controls so th�tiio seivices will be J�erfor�ned by any Contractor employee who is
not legally eligible to perfoi•m such services. CUNTRACTOR SHALL INDEMNIFY CITY
ANU HOLD C1TY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES.
DU� TO VIOLATIONS OF THIS FARAGRAP�� BY CONTRACTOR, CONTRACTOR'S
�MPLO`Y�ES, SUI3CONTRACTORS, AGF.NTS, 0�2 LI�ENSE�S. City, upo�t written
notice to Contractor, sh�ll have the right ko immediately termitiate this Agreentent for violations
of this provision by Contractor.
� • � + :►II ► :�►u ► � � i u ►
Seiwiees, products, materials, and supplies provided by the Coiitractor must meet or exceed al!
applicable health, safety, And the envrrc�nn�ental l�ws, renuirem�nts, and standards. ]n addition,
Contractor agrees to obtain and �ay, at its own expei�se, Por al1 liceiises, permits, certi�ieates,
and irtspections necessary to provide the products or ta perform the services hereunder.
Contractor sl�all indentnity City from 1ny penalties or liabilities due to violations of this
provisibn. City sh�ll have the i•ight to imrnediately tenninate fhis A�reement For vialatio�ys of
this provisio�i byContractor.
� : � : 11
Contractor agrees that the City, or City's authorized representative, shall, until the e.cpiration`
of three (3) years after final payment under this contract, aiid at no additional cost to City
have access ta and the right to examtne directty pertinent boaks, documents, papers and records
of the Contractor involving transttctions relaiing tn this contract. Contractor agrees that the City
shall have 'access, during norma] working hours, to ail necessary Gor►tractor facilities, and
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Gontractor Servfaes AgreemenE
sh�ll be provided adequate and appropriate workspace, in orde�• to conduct audits in compliance
�vith the provisions of this section. The City shall give Contractor reasonabla advance written
notice of intended audits, but no less than ten (10) business days. The audit shall take place at
a time and place agreed to between tl�e parties.
18.0 1�YSA�YLYTY
In accordance with the provisions of the Americans W'tth Disabilities Act of 1990 (ADA},
Contractor warrants that it and any and all of its subcontractors will not imlawfully discriminate
on the basis of disability in the provisioii 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 anci any other applicabte federal, state and loca! laws concerning disability and will
clefend, indemnify and hold City harmless against any claims or allegations �sserted by third
parties or subcontractors a�ainst City arising out of Cotttractor's and/or its subcontractor's
alleged failure to comply tvith the abov�-referenced laws concerning disAbility discrimination in
tfi� perFormance of khis agreemeiit
19,Q TXIVIE TO CUR�/DISPUTE RESOLUTTON
19.1 If either City or Contractoriias a claim, dispute, or other matter in question for breach of
duty, obligations, seivices rendered or any �varranty that arises wider this A�reement, the parties
shall first provide a reasonable tinte to cure and tlten Attempt to resolve the matter throu�h this
dispute resolution process. The disputin� pat�ty shAll notify the other party in writing as soon as
�iracticable after discovering the clAim, dispute, or breach. The notice shall state the nature of the
dispute aitd list the party's specific reasons for such dispute. Within ten (10) business days of
receipt of the notice, both parties sltall malce a good faith effort, either through e�nail; 1]IAkI,
phorie conferettce, in person meetings, or other reasonable means to cure, resolve any claim,
dispute, breach oi� ather matter in question that may arise out of, or in connection with this
Agreement. If the �arties fail to cure or resolve tl�e dispute within si�ty (60) days of the date of
receipt of the notice of the displtte, tlien the pa��ties may submit the matter to non-bit�ding
mediatioit upon writien eonsenf of authorized representatives af both parties in accardance �vith
the Industry Arbitration Rules of the American Arbitration Associatian or otlier ap��licable rules
governing rnediatian then in effect. If tlte pait�es cannot resolve the dispute thrdu�h mediation,
then either party sliAll have the right to exercise any and all remedies available under la�v
re��rding tl�e ciispute.
19.2 A wriLten noticeto cure may be prepared giving tlte Contractor 14 eale�td�r days to eure
any deficiency,
19,3 In the event the Contractor continues �vitl� unsatisfactory performance, the department
will pronrptly it4tify che appropi�iate Department Fiead who may take appropriate action td cure
th� peri'oi�mance problem(s),
19.4 All costs to cure incurred by the Gity sl�all be paid by Conh�actor within 30 days of
Contractor's r•eceipt of ndtice of sAme.
19.5 The Contractoi• will be paid only those sums due a�1d owing under the agreentent for
services satisfactorily rendered, subject to oFfset for damages and other amounts which are, or
which maybecome, due and owing to the City.
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Contractor Services Agreement
ATTACHMENT B
C1TY'S SO�,� SO"UI2C� SCOP� R�QU�ST
(Inserte�l behind this pa�e)
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Contractor Services Agreement
FORT WORT�
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
This form must be provided when requestin� to make a purchase over $50 000 without followine
public biddin requirements.
Instructions: Fill out the entire form with detailed information. Once you have completed this
form, provide it to the Purchasing attorney for review. The attorney will review the information
you have provided and determine whether using an exemption to Chapter 252's biding
requirements would be defensible. If you are printing this form to provide to Legal, please do not
provide the Primer portion. Failure to provide sufficient information may result in follow up
questions and cause a delay in the attorney's determination.
Section 1: General Information
Requesting Department: Villa�e Creek Reclamation and Reuse Division
Name of Contract Manager: Darla Morales
Department's Attorney: Dou�
Item or Service sought: _Caterpillar �enerators maintenance and OEM parts.
Vendor: _Holt Power System
Current Agreement for item/service: Yes X_ No
CSC #: NA
How will this item or service be used: _The (2) 800 KW generators provide back-u�power for
the Primary area of Villa�e Creek The 40KW generator provides power for the operations of the
Influent �ate on the 96" inbound line to the plant Thev are use during�power outa es to prevent
floodin� and control the flow.
Section 2: Exem�tion Justification
Please indicate which exemption you believe applies to the purchase and provide information to
support its applicability. Please refer to the Exemption Primer for detailed information about
common exemptions.
a procureme�it made because of a public calamity that requires the imrnediate appropriation
of money to relieve the necessity of the municipality's resideitts or to preserve the propei�ty of the
municipality;
Page 1 of 3
a procurement necessary to presei•ve or protect the public health or safety of the
mu»icipality's residents;
X a procurement necessary because of unforeseen damage to public machinery, equipment, or
othec property;
a pcocurement for personal, professional, or planning services;
a pcocurement for work that is performed and paid for by tlle day as tlle work progresses;
a purchase of land or a right-of-way;
X a procurement of items that are available from only one sourae, including:
a purchase of rare boolcs, papers, and other library materials for a public library;
paving drainage, street widening, and other public improvements, or related matters, if at
least one-third of the cost is to be paid by or tllrougll special assessments levied on pi•operty tl�at
will benefit frotn the improvements;
a public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a defiiciency of fiinds for completing the project in accordance
with the plans and purposes authorized by the voters;
a payment under a contract by which a developer participates in the construction of a public
improvement as provided by SuUchapter C, Chapter 212; personal property sold:
(A) at an auction by a state licensed auctioneer;
(B) at a going out of business sale held in compliance with Subchapter F, Chapter 17,
Business & Commerce Code;
(C) by a political subdivision of this state, a state agency of this state, or an entity of the
federal government; or
(ll) under an interlocal contract for cooperative purchasing administered by a regional
planning commission established under Chapter 391;
services performed by blind or severely disabled persons;
goods pucchased by a municipality for subsequent retail sale by the municipality;
electricity; or
advertising, other than legal notices.
Please nrovide details and facts to explain whv vou believe the exemption applies to the
purchase. You mav also attach documentation to this form
We currentiv have Two (2) 800 kw �enerators and a 40kw �enerator that provides back
—up power for the Primary area and provides power to the influent gate on the 96"
inbound line to the plant. Thev are the onlv company that can inspect maintain and
provides parts that are compatible with our current �enerators
Section 3: Attornev Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? X Yes or No
Was there anything not included on this form or attached hereto that was relied on in making this
determination? )( Yes or No
Page 2 of 3
If yes, please explain: Holt Cat Sole Source Letter and associated emails
Approved by:
� ���
� L
Taylor Paris
Assistant City Attorney
Page 3 of 3
� �
ATTACHMENT C
CONTRACTOR'S R�SPONSE Tb CITY'S SOLF,
SOURC� SCOP� REQUEST
(inscrted behind this page)
SOLE SOURCE — BD Holt CO — Cat Generator Maint Page 12 4f 12
Contractor ServiCes Agreement
�.T�����L��`
Holt Power Systems
2001 N. Loop 12 Irving, TX 75061
To Whom It May Goncem,
Caterpillar Inc.
Dallas, Texas
Office: (3D9) 875-1375
Moran_Thomas J@cat,com
January01, 2��9
Holt Power'Systems is the'Caterpiliar dealer authorized to market and seli Caterpillar
Diesel antl Gas-powered engine products, parts and services within their assigned sales
territories in Texas. HoltPower Systems is also authorized to perform seroice repairs,
warranty repairs and comprehensive product supportfor the products in their sales
territory.
Please remember, Holt Power Systems has factory- trained technicfans providing the
level of support you have come to expect from the Caterpillar organization. We
appreciate your business and thank you again for your confidence in Caterplllar and Nolt.
Power Systems, a key afflliate 1n our Deater Network, for your engine power needs...
Please contact me directly'If you have addltional questions or would Iike additional
information.
Sincerely,
�9�A%78��(.I% i.i ��O��lT' a�'T��"f!.
Thomas J: Moran Jr.
Electric Power, Product Support Territory Manager
Caterpillar Inc.
E: hilora� 'fhama� JCc�aat:cor�'
Office: 309-675-1375
Mobile; 309-697-3802
CaYerpillar: Confidential Green
ATTACHMENT D
INSURANCE
►�7
ATTACHMENT D-1 {if necessary)
BONpTI�f C'x
(Bel�in�l this page are tire City's standarcl insarance requlrements anc! payment ancl performance
bond forms, if necessary}
SOLE SOURCE - BD Holt GO — Cat Generator Maint Pege i2 af 12
Gontractor Servlcea Agreamant
A7'TAC�IMCNT C
VERIFICATION OF SIGNATURG AUTHORITY
rORM
Holt Power System
2001 N I..aop 12
Irving, TX 75063
Exccution of this Signature Verificatian Form {"Fonn") hereby certifies that the following individa�ls
andlor positions have the autliority t� legally biifd Coi�tractai• and to execute, any agreement, amendment
or change order on behalf of Cantrnetor. Such binding authority has been granted l�y proper order,.
resolution, ordin�nce or other authorizatian of Contractor. City is fully et�tit[ed ta rely on the wArranty and
represeniatioii s�t f�rth in this Form in entering into any �greement ar amendment with Contractor.
Contractor will submit an updated Form within ten (10) business days if there are any changes to the
signatoiy autfiority, City is entitled to rely on any current executed Foim urttil it receives z revised f=orm
thal has been properly exeeuted by Contractor.
Name: Pau( C. Flensley
Position: Sr. VP rinance/CF'O
Signature
2. ame: Michael Puryear
, os'rt n; General Co�msel `.
,.: �, � �
Si�na ire
3. TJarne:
Positian;
Signature
Name:
Si�nafure of President / CGO
Other Title;
D1te;
SDLE SOURCE — BD Holt CO -- Cat Generator Mafnt P2g9 12 of 12
Contractor Servlces Agraement
ATTACHMENT F
CONFLICT OF INTER�ST DISCLOSURE REQUIREMENT
C'ursuant to Chapter 176 of the Loc�l Governmerit Code, any person or agent of a person rvho contr�cts or
seeks to contract for the sale or purchase of pa•operty, goads, ar services with a local governmental etttity
(i.e. 'Tlte City of Fort Worth) ntust disclose in tl�e Qu�stionnaire Form CIQ ("Questionnaire") the person's
affiliatioi� or business relationship that might c�use a conflict of interest with the local governmental
entity. By law, the Questionnaire must be filed with the Fort Warth City Seeret�ry no later than seven
days af'ter the date the person begins contract discussions or negotiations with fhe City, ar submits an
�►p�fication or res}�onse td a request far prc�posals ar bids, correspondence, or another writing related to a
potential A�reement with the City. Updated Questionnaires tnust be fiied in conforinance with Chapter
176.
A copy of the Questionnaire F�rm CIQ is enclosed with the submittal �locuments. The forrtl is alsQ
available at http://www.ethics.state.tx.us/forms/CIO,pdf.
If you have any questions about eompliance, please consult your own legal eounseL Gnmpliance is the
individual resportisibility of each person or agent of a person who is subject to the filing requirement. An
offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationshi� that you imigHt
havc with the City, state Contractor name in the # 1, use N/A in each of fhc areas on the 1'orm.
Howcver, a signature is required in the #d box in aIl cases.
(form follows}
FORIVI 1295 — Under the Texas Government Cocle, Ch. 2252.948, a contractor cloing business with
the City of Fort Worth with an initial contract �valae whfch requires city council approval will,
unless otherwise exempted, be required to submit a Form 1295. See Part II, Sec. 9.4.
SOLE SOURCE — BD Holt Cp — Cat Generator Malnt Page 12 of 12
Contractor Services Agreement
CONFLICT OF INTEREST QUESTtONNAIRE
For vendor daing business with local govemmental entity
This questionnelre retlects changes mede to lhe law by Fi.B_ 29, 84th Leg., Regular Sesslan.
This questionnaire is being filed in accordancewilh Chapter 178, Local Gov�mment Gode,
by a vendorwho has a business relationship as defined by Section 176.001(1-a) with a loca!
governmental enliry and the vendor meets requirements ur�der Section 176.006{a).
By Iaw this ques6onnaire must he 6ledwith the rec;ards administrator of ihe local govemmenlai
entity not later than the 7th buslness day after 1ha date the vendor becomes aware of faois
thal require fha statemant ta be filecl. See 3ection 176.DOS(a-1), Local Goyemment Code.
A vendo� eommits an offense if 1he vendor knowingly violatas Sectian 176,006, Local
Govemment Code,An offense under this saotion is � misdemeanor.
Nam� ot vendorwho has a business relationship wlth local gavernmental entlry.
you are flling an uptlate to �
FORM CIQ
OFFlCE USE ONLY
bala Racerved
(The law requires Ihat you file an updaied completed questiannaire with the apprapriate iiling auihority not
Iaier ihan the 71h business day after the date pn which you became awsre ihat ihe originally iiled queslionnaire wvas
incomplete or inaccurate.}
Name ot local government afficer abautwhom the informatlon In thls sactlon �s baing disclossd.
��!`�'
Name oi O(ficer
This sectinn (item 3 in�luding subparts A, B, C, 8� D1 must be completed 1or each ofl'icer with whom the vendor has an
employment or other barsiness relation�hip as defined by Soction 176,001(1-s}, Local Gover�ment Code. Attach additiona{
pages to this Fo►m GIQ as necessary,
A. is the locel grrvemment oflicer n�rti�d iri lhis section receivir�g or likely ta rsceive taxa6fe incame, other than investmenf
incame, from ihe vendor?
� Yes � No
B. Is the vendor receiving or likaly to receive iaxable incame, oiher than investment fncome, irom or at the direction ot the local
governmenl oHicer named in this seclion AND the iaxable income is not received from the Iocal govemmental eniity?
� Yes � No
G. Is the filer ot Ihis queslionnaire employed by a corporatfon or other business entity with respect to wfiich the local
government afficer sen�es as an off{cer or director, or holds an owr�ershlp interest oi one percanl or mora?
�Yes �Nn
R. Descnbe each employmenf or business and family relatlonship with the local govemmenl officer named in thls section,
�
Signature vendpr dain�p business wfTh the governmenlal enuty
b�(/ 0�.��`
Qate
Adopted 817120t5
SOLE SOURCE - BD Holt C0 — Cat Generator Maint Page 12 of 12
Contractor Servic+as Agreement
ATTACHMENT G
VENDOR'S CONTACT INFORMATION
Bidder's Name: ��1�"rt,�,G,s,�,.�1, dlor„ �—i�t �`s GA7
Bidder�s Local Address: o,C101 N. Loon 1'�.7',rv�vw��.�Yslc 7So (,(
Phone. �lc�j (�c�g - �t�� Fax: _�fcl� fcilk -� I
E�nail: ��. G���,M
Name ofperson �ssigned specifically far this �lgreement;
Name/T'itle �o�s�� �-d n Pr �- �,,.�.,��- �lu �r��+H��.ve.
Phone: �y�... 7Z — 5k��1. Fax: � /�
Ernail: �on, �ro rr.AVldl�i�ta-� c���^
Namc of persons for renewal ic3formation and/or billing questions;
Name/Title �o,r� ��4tn
Phone: �,�� � �� Fax:
�mail:
Name/Tifle �r3en�
Pliqne: �f]2�7,2l�8y� Fax: n/�
Email ���.Cr��bd� � a�.�(�c' _�.�� rv-
� �
T `� ° ���� �c�fl'i �l'keTu�c,. oy 01
Signature Printed Name Date
SOLE SOURCE — BD Halt CO — Cat Generator Maint Page 12 of 12
Cantractor Services.Agreement
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Cleburne - Commercial Engine
420 MARTI DRIVE
CLEBURNE, TX 76033
SEGMENT: 01
Parts
Part No
0954319
1008223
156-3029
1596102
1 R-0726
4N-8771
4W8511
610297
BUY PARTS ELECTRIC POWER GENERATOR
NOTES: `
Qty
1
1
1
1
1
1
1
1
Description
ELEMENT KIT
ALTERNATOR G
PUMP
ELEMENT
FILTER A
VEE BELT SET
VEE BELT SET
HEAD OIL
Unit Price
28.69
385.85
1,395.53
26.37
38.80
49.45
166.53
50.14
Ext Price
28.69
385.85
1,395.53
26.37
38.80
49.45
166.53
50.14
Total Parts:
2,141.36
Segment 01 Total : 2,141.36
Total Segments; 2,141.36
SUB TOTAL (BEFORE TAXES) 2,141.36
CITY OF FORT WORTH WASTE WTR TREATMENT PLNT
4500 WILMA LN
ARLINGTON 76012-5409
CITY OF FORT WORTH WASTE WTR TREATMENT 181946 - 1 Page 2
PLNT
- QUOTE EXPIRES IN 30 DAYS
- THESE PRICES DO NOT INCLUDE ANY APPLICABLE TAXES
This Quote is based on HOLT CAT's initial inspection of the equipment to be repaired and
is valid for 30 calendar days. This Quote does not include any additional labor, parts,
machining, any freight charges or any applicable sales tax. If additional repairs are
required, which may become evident after work has been initiated, an addendum to the
work order will be provided to the customer listing additional charges for repairs and
repair time frames. These repairs will not be performed until the Customer authorizes
such repairs. Item replaced during non-warranty repairs will be held at your request for no
longer than 30 calendar days after the work is compieted.
Would you like your parts held? Yes NO
ESTIMATED REPAIR TIME: from start date
"The Signature is an authorization to proceed with the required repair work as described
within the quote".
Issued PO# . Authorized Name Please
Print.
Date / /
Signature
Any Questions? Please Call Jason Brown at 972.721.5802.