HomeMy WebLinkAboutContract 55745ORT VVOBTH
CITY OF FORT WORTH
SOLE SOURCE PURC�iASE AGREEMENT
This Sole Source Purchase Agreemen# ("Agreement") is entered into by and betweea Newman
Regency Group �('�Seller") and the.City of Fort Worth, ("Buyer"), a Texas home rale municipal
corporation.
The Sole Source Purchase tlgreement includes the followirig documents which shall be constnted
in the order of precedence in wfiich they are Jisted:
1. This Sole Source Purchase Agreemant;
2. Exhibit A; Terms and Conditions;
3. Exhibit B; _ Cantlict of Interest Questionnaire.
4. Exhibit C: Seller Contact Information �
5. . Exhibit D; Verification of Signature Authority
6. Exhibit E: Se]ler's Sole Source Justification I,etter arid -
7. Exhibit F: Seller's Proposal
Exhibita A, B, C, D, E, and F, wluch are atfached hereto and incarporated herein, are made a part
of tlus Agreemen# far all purposes. The Amount of this conirac,t shall not exceed �100,000.00:
T,he undersigned.represent� and warranta that he or she has the power and authority fa execute this
Agreement and bind the respective Seller, Seller and Buyer have caused t}us Agreement to be .
exacuted by their duly suthorized representatives to be� effective as of the dat�. si� below:
Seller Name: . � Buyer: Cily of Fort Worth . I
N�Z�N �—��vc� C,✓lo�/�? iX �. _; .
Authorized Signahue' � Aut�orized Signature: -��
Printed Natne: /�£L .D. dGu��c,� Printed Name: �, � S ,. � , -� C►� „'�c�,
i
� Title: ��G-"i�tR ��i�7�SGlIiE1E Title: �UIrC.v�As��n (�.q,, �rrilo�
Date: '� Z. 3 Zo Z 1 . Dafe;
r �Z .
CSC No. 55745
CONTRACT COMPLIANCE-MANAGER: . .
� By signing I acknowledge that I am the person responsible for the monitoring and .
administration of this contract, including ensuring all performance and reporing.
re4ui�emen
Signature: Date: _ � � a, _ . -
Name: Darla Morales . 'I`itle; Paits Material Supervisor �.
Attest:
By:
Mary J Kayser
Ciry Secretary
1
- OFFICIAL RECORD
� CITY SECRETARY
FT. WORTH, TX
l
[Executed effective as of the date signed by the Assistant City Manager below.] /[ACCEPTED
AI�TD AGREED:]
City:
�c� 5��:����.G.G
B�7� Dana BurghdofF (May 2Q 20 15:11 CDT�
Name: Dana Burghdoff
Title: Assistant City Manager
Date: May 20, 2021
CITY OF FORT WORTH 1NTERNAL ROUTING PROCESS:
Approval Recommended:
cGc���r�GCe� t�r7e�
Christopher arder(May19,2021135ZCDT)
Y�
Name: Chris Harder
Title: Water Director
Approved as to Form and Legality:
Cl�ristcr R. Lopez-Revvrolds
Bp� Christa R LoperReyno ds (May 19, 202114:37 CDT)
Name: Christa R. Lopez-Reynolds
Title: Sr. Assistant City Attorney
Contract Authorization:
M&C:
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
�Gq �Io�q�e,f
Darla Morales (May 19, 202113:49 CDT)
By.
Name: Darla Morales
Title: Parts/Materials Supervisor
Attest:
By: ���i�U �� 0
Name: Mary Kayser
Title: City Secretary
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��� rEXASa�.�
1.1 OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit A
CITY OF FORT_ WORTH, TEXAS
STANDARD PURCHASiN(� TBRMS AND CONDITIONS
1.0 DEFINFTION OF Bi7Y�R
The City of Fort Worth, its officers, agents, servanta, authorized employees, vendors and
subcontractors wha act on behalf of various �,�ity �epatttnents,.bodies or agencies.
2.0 DEFINITION OF SELLER
The Vendor(s), consultant, su�plier, its officers, agents, servants, employees, vendors and
subcontractors, or otl�er provider of goods and/or services who act on behalf of the entity
under a contract with the City of Fort Worth. _
3.0 TE '
' �i��JA�n1Gt DiieFcTo�.
This Agreement shall begin an the date signed by the City's Assistant C�ge�- �
{"Effective Date") and shall expire automatically oae. year from thai date (`Bxpiration
Daie"), unless terminated earlier in accordance with this Agreement ("Tnitial Term").
Buyer shall have the opiion, in its sole digcretion, to renew thia Agieement under the saxne
� terms and conditions, for up to four (4) one-year renov�►al opt�ons; at Buyer's sole
discretion. -
4.0 PUBLIC INFORMATION
Buyer is a government entity under the laws of the State of Texas and all documents held
or maintained by Buyex are subject to disclosure under the Texas Public Infornaation Act.
In the event there is a request for information mar�Ced �tif denixal or Proprietary, Buyer
shall promptly norify Seller. If will be�tha i�esponsibi�ity of Seller ro aubmit reasons
obj ecting to disclos�re. A deternunxtion on whether such rassons ar� sufficient will not be
decidad by Buyer, but by ths O.ffice of the Atfomey Ganeral of the State af Texas or by a
couri of competent juriedictian. The Parties agree that nothing c.ontained within tbis
Agreement is considered proprietary or tradc secret xnformation and thde. agreement may
be released in the event that it is xequested. � .
5.0 PROffiBITION AGAINST PERSONAL INTERE5T IN CONTRACTS
No officer or emplayee o�Buyer shall ha�e a financial interest, direct or. indirecf, in any
contract with Buyer or be financislly interested, directly or indirectly, iu the sale to Buyer
af any land, materials, suppliee or services, except on behalf of Buyer as an officer or
employea, Any willfu] vialation of this section shall consdtute malfeasance in affice, and
sny of6cer or employee found guilty thereof shall thereby for�`eit his office or pasition
fievlsed 3.11,20tp
Any violation of this section with tho knowledge, expreased or implied, of the person or
� corporation contracting with the City Council shallrender the contract invalid by the City -
Manager or the City Council. (Chapter XXVII, Secdon 16, City of Fort Worth Charter).
bA ORDERS
6.1 No employ�s of the �uyer or its ofhce,rs, agents, servants, vendors or subvendois
who act on behali of various City dapflrtments,:bodies or agencies ara authorizecl
to pIacc orders for goads and/or services without providing spp�ov�d contract
nurnbers, purchase order nurnbers, or release numbars issued by the Buyer_ The
only exceptions are Purchasing Card orders and emergeneies purauant to Texas
Local Government Code Section 252.022(a)(1), (2), or (3). .rn the case af
emergencies, the Huyer's Ptuchasing Divisian wil� place suoh ordece.
6.2 Acceptaace of an �order and delivery on the part of the Seller without an approved
contraot numbar, purchasa order nurnber, or release number issued by the Buyer
rnay result in rejection of delivery, return of goods at the Seller's cost andlor nvn-
paymen�k
7.0 SL�LLER TO PACRAGE GOOD5
Seller will package goods in accordance with good commexcial practice, with a packing
slip witivn the package.. Goods shall be suitably packed to secure lowest transportation
cosks and to conform to requiremenfs of common carriers and any applicable specificativns.
Buyer's count or weight shall be final and conclusive on shipm.ent� not accompanied by
packing 1is�s.
8A SAIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to slrip the goads under reservation, and no tender of a bil] o�lading
will operate as a tender of gonds. Ordexs wil� be processed only whan Seller receives an
electxonic or hard copy purchase order.
9.0 TITLE AND RYSK OF LOS�
Tha title and riak of loes of tha gQods �hall not pass to Buyer until Buyer aetually receives
and takes possession of the goods at the point or poinis af delivery a8er inqpection and
acceptance of the goods.
10.0 DELIVERY TEAM,S AND TRANSPORTATION CHARGES
Freight terms�shall be F.O.B. Destination, Freight Prepaid and Allowed.
11.0 PLACE OF DELIVERY
Revlsed 3.sizorP
The place of delivery shall be set forth in the °Ship to" block of the purchase order,
purchase change ordar, or ralease order.
12.0 - RLGIiT OF INSPECTION
Buyer shall have the right to inspect the $oods upon delivery before accepting them. Seller
s1�a11 be responsibl� far all charges for the return to Se11er of any goods rejected as being
nonconforming under the s�ecifications. ,
13.4 1NVOTCES
13.1 Seller sha1T submit separate invoices in duplicate, on each purohase order or
purchase change oxder ai�er each delivery, Invoices shall indicate the purchase
� ordar or purchase change order mtmbec. Invoices shail be iternized and
transportation charges, if any, ahall be listed separately. A copy of the bill of lading
and the &eight waybill, when applicable, should be attached to the invoice. Seller
shall mail or deliver invoices to Buyer's Deparhnent and address as set forth in the
block of the purchase order, purchase change order or release order entitled "Ship
to." Payment s1�a11 not be made until the above instrurnents have been submitted
af�er delivery and accaptanca of the goods and/or services. �
13.2 Seller sha11 not include Fecleral Exvise, State or City S�les Tax in its invoicas. The
Buyer shall furnish a tax exemption certi8cate upon Seller's request.
12.3 Payment. All payrnent terms shall be "Net 30 Days" unless otherwise agreed to in
vGriting. Before the lst payrnent is due to Seller, Seller shal� xegist�r for direct
depos�t payrnenta prior to providing goods and/or services using the fotms posted
on the City's website".
14.0 PRICE WARRANTY
14.1 'I'h.e price to be paid by Buyer �hall be that contained. in Selle�s. proposals which
Seller warrants to be.na higher thari Seller's current prices on orders bp others for
pxvducts and services of tha kind and specification cavered by this agreement far
similsr quanfities under like conditions and methods of purc�ase. In the e�+ent Seller
braaches this warranty, the prices of the itoms shall ba reduced to the prices
contained iri Seiler's praposals, or in the alternative upon Buyer's opfion, Buyer
sha1T hava the right ta cancel tlus contract without any liability to Seller for breach
ar for Seller's actual expense. Such reme�ies are in addition to and. not in. lieu of
any other remedies which Buyer rnay have in law or equity,
14:2 Se11er warrants that no person or selling agency has been. employcd or� retained to
solicit or secure t1�is con�ract upon an agreemerit or understanding for co�xitnission,
parcentage, brokerage or contingent fee, excepting employees of an establiahed
4
Aevfsed 9.11.20tp
commercial or selling agency that is maintaine� by Seller for ttte purpose of
sec�ui.ng basiness. For breach or violation ofthis warranty, Buyer shall have the
right, in addit�on to any other right oz zights ariaing pureuant to said purchase(s), to
cancel thie contraot withouf liability and to deduct from, the contract price such
commissian percentage, brokerage or confingent fee, or otherwiee to recover tha
full aruount thereof.
1.5,d � SOFTWARE LICENSE TU SELLER
If this purchase ia for the license of soi�ware products and/or services, and unless otherwise
agreed, 3eller hereby , grants to Buyer, a peipetual, irrevocable, non-exclusive,
nontra�sferable, royalty fi�ee license ta use the software, T.his soflwara is "proprietary" to
Seller, and is licensed and provided tu the Buyer fpr ite sole use for purposas under this
Agreoment snd any attached work orders or invoxca�. The Buyer rnay not use or shac�e t�ie
soflware withoutpermission ofthe Seller; howeverBuryerrnaymalce co�ies ofthe software
expressly for backup purposes,
1.6.0 WARRANTY AGAIl�TST INFRINGEMENT QF INTLI,LECTUAI, pROPERTY
].6.1 The SELT�ER warrants thst all Deuverables, or any part thcreof, farnished
hereunder, incauding bnt nof limited to: programs, docuraentation, softwaxe,
snalyses� gpplicaHo�s, methoda, ways, and proceseee.(in thfs Sectlon each
individually referred ta as ���'Deliverable" and �allectively ae ti�e
"Deliverables,") do not infringe upon or violate any ,patent, copyriglita,
. trademarks, eervice marka, #rnde aeeret�, o� any iutellechial properfy rIg%,ts
or other third party propri�fsry righte, in the performance �f aervices under
this Agresmen�
16.2 SELLER sLail6e liable and re$pons�ble for any and al1 claims made against
the Buyer for infi3ngemeut of xny patent, copyright, tradem�rk, service �arlr,
trade secre� or other intellectual property right� by ihe use of or supplying of
any Deliv�rable(s} in the course of perforniance or completion of, or � any
way connected wlth providing tLe gervic�s, or the Buyer's eontinued uee of tiie
Deliverable(s) hereuuder;
].6.3 SELLER a�ees to defend, se#tle, or pay, st ite own cost and expense, any claim
or. acflon against Auyer for ir�fringemenE of any patet►t, copyrigh� trade msrk,
trade secret, or aimilar property right xrising fi�am Buyer's uae of the sof�ware
and/or docuraentation in accordance with thie Agreemen� it being undecstood
th�t this agreement to defend, settle or pay shall not apply if Buyer modlfles
or mleases the software ancUor documentnHon. So long as SELY�ER bears the
cost and axpenae of payment for claims or actlons againat Buyer purauant ta
thie seetion, SELLER ehall Lave tlie rigLt to �onduct t�e defenee of any euch
5
Revfsed 3.u.20tp
claim or action and aIl negofiations for its settlernent or compromise aud to
settle or compromise an� such clainn; however, Buyer ahall ha�ve the r3ght to
fully participate in any and all auch settlement, negoflatlons, or lawsuit as
necessary to protect- Buyer's iuterest, and Buyer agrees to cooperate with
SELLER in doing so. In the .event Buyer, for whatever reason; asawnes the
responeibility for pay�nent o€-co�te and expenses for any claim or actlou _
brougl�t against Buyer for infringement aris�g under this Ags'eement;. $uyer.
shall have the sole right to conduct tl�e defenae of any 9uch claim or action and
: all negotiations i'or its settl�me�t ar compromi8e and to aettle or compromise
any such claim; however, SELLER ghall fuliy participete and caoperate with
Buyer in defense of auch claim ur actlon. Buyer agrees ta give SELLER timely
wri#ten notice of any such claiu► or action, with copies of all papers Buyer may
receive relating tbereto. Notwithstanding the foregoing, Buyer'g assumption
of payment of costs or eapenses shall not eliminate SELL�R's duty ta
in.siemnify Buyer under this A�'eement. If the safhvare and/ax docnmentaHon
or any part thereof is held to infiringe and the use thereof i� enjoined or
restrained or, if as a result af a. settlement or comprou�ise, sach use is
materially advicesely res�icted, SELLER ahall, at ite own cuc�►ense and ae
I3uyer's �ole remedy, either: (a) proc►rre for Bnyer the.right to continae to use
the software andlor docurnentation; or (b) modify the goftware and/or
documentation to make It nau-infxLugiog, provi�ied that such modi�ication
does not materially adversely affect ]znyer's authorized use of thc software
andlor documentaiaon; .ox (e) xep�acc thc sofhvare and/or documeutafJon
with er�ua�ly auitable, compatible, and functionally equivalent non�-infringing
software and/or docnmentatian atna aclditional charge to BRyer; ur (d) if none
of the foregoing aYternatives is reagonably available to SELLER terminate tliis
Agreement, and rafund all arnounta paid ta SELLETt by Buyer, aubsequent to
which termination Buyer may seek any and all �remedies available to Buyer
under law; and
16.4 The representattons, warranties, and covenants of the parties contained in
aectiou l.3 �hrough 17 of thle Agreement will survive the termi�taHon and/or
e��iration of this Agreemen�
17.0 OWNERSHIP OF WURK PRODUCT
Seller agrees tlnat any anc� a�l ��Ys�� �s that wer develom� orand�ar,�l'tt� �dv d,
processes, methods, pxograms, and man P� P�P
made or suggested by the Seller for the Buyer pur�uant to a Work Order, including all such .
developments as are oziginated or conceived during the term of the Contract and that are
completed or reduced to writing thereatier (the "1�1ork Product") and Selleac acknowledges
that euch Work Product may be cansidered "work(a) made for hire" aad will be and remain
the exclusive propexty of the Buyer. To the extent that tha Work Prodnct, under applicable
law, may not be considered work(s) nisde forhire, Seller hereby agcees that this Agceement
�effectively transfers, grants, conveys, and assi�s axclusively to Buyer, all rights, title and
Revlsed 3.11.20tp
ownership interests, including wpyright, which Seller may have ui sny'�V'ork Praduct or
any tangible media einbodying such Work Product, without th� necessity of any further
considera#on, and �Buyer shall be entitied to obtaia and hald i� its own name, all
Intellectual.Property rights in and to the Work Product, Seller for 'itself and on behalf of ite
vendors hereby waives any property intarest in suoh Wnrk krodnct,
18.0 CANCELLATiON
Buyer shall have the righi to cancel this contract imme�iiately for default on all or any part
of the undelivered portion of this order if Seller breaches any of the tersns hereo� including
warran�ies of Seller. Such righf of cancellation is in addifiion to and not in lieu of any other
remedies, wluch Buyer may have in law or eqnity.
19.0 TERIVIINATION
19.1 Written otice. The purchase of goods undez this ordesmay be t�ninated in whole
or in part by Buyer, with or without oause� at any time upon the deli�ery to Selier
of a written "Natice �f Terminatian" specifying the extent to w�ich the goa�s to be
purchasai uncler the order is terminated aud the date upon which such termination
becomes effective. Such right of termination is in addition to and not in lieu of any
other tetmination xights ofBuyer as set forth herein,
19.2 Non-aunropriation of Funds. In the event no funds or insufficient funds aze
appropriated by Buyar in anp fiscal period for any payments due hereundez, B�uyer
will notify Seller of such occurrenca snd this Agreement shall terminate nn the laet
day of tlie fiscal period for which appropriations were received without penalty or
expanse to Buyer of any kind what�oever, except aa to the �ortions of the payments
herein agreed upon far which funds have been apgropriated.
14.3 Dpties and Obligations of the Pazties. Upon texmination of this Agreemexit �ox any
reason, Seller sha]I only be compensated for items requasted by the Buyer and
delivered prior to the ei�ective date qf term'snation, and Buyer shall not be liable for
any other costs, including aziy olaims for losE profits 6r incideratal damages. Seller
shall provide Buyer�vith copies of all completed o�rpartially compJ.eted documents
prepared under this Agreemeni. �n the event Seller has received accesa bo Buyer
Inforniation or data as a requirement to pezform aerrrices hereunder, SeYler s1�ull
retum sll Buyer provided data to Buyer in a machine readable format or other
format deemed acceptable to Buyer.
Z0.0 ASSIGNMENT ! DELEGATION
No interest, obligaiian or right of Seller, including the rtght to teceive payment, under this
contract sha11 be assigned or delegated to anather en�ity without tha express wxitten comgent
of Buyer: An�► attempted assignment or delegation of Sellec shall be whollyvoid.and totally
ineffective for all purpoaea unless ma�e in conformiiy with this paragcaph. Prior ta Buye,r
Revlsed 3.19.ZOtp
giving its consent,, Saller agrees that Se11er shall provide, at no additional cost fo. Buyer, all
documents, as deterrnined by Huyer, that are reasouable and necessary to verify Seller's
legal status'and tranafer of rights; interests; or obligations to another entiry. The documents
that may be raquested include, but are not limited.to, Arti.cles of Incorporation and related
amendments, Certificate af Merger, IRS Form W-9 to verify tax identification number; etc.
Buyer reserves the rigl�it to withhold all pay�ients to any entity other tltian Seller, if Seller
is not in compliance with this provision. If Seller fails to provida nacessary information in
accordance wifh this sechon; Huyer sha11 nat'be ]iable for any penalties, fees or interest
resulting therefrom:
Z1.0 `WAI'VEIt
No claim or right arising out nf a breach of this contrac� can he discharged in whole or in
patt bq a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration in writing attd is signed by the aggrieved partY.
22.0 MODiFiCATYONS
This contrac� can be modified or resci�ded only by a written sgreement signed by b.oth
parties.
23,0 THE.AGREEMENT
In the absence of an otherwise negofiated contract, or unless stated otherwise, the
Agreement between Bu�er and Sellar ahall consist of these Standard Terms and Conditions
together with any attach�nents and axhibits. This Agreement i� intended by the parties as a
�nal 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 vf trade shall ba ielevanti to supplement or explain any term used it� this
Agreement, Acceptan�e o£ or acquiescence in a�course of petformance under this
Agreement shal.l not be relevant to determirie'the meaning of this Agreeraent even though
the aceepting or acquiescing party has kaowledge of the performanee-and oppoi�tunity for
objection. Whenever a term defined by the Uniform Commercial Cods (U�G� is used in
this Agreement, th.e de�inition contained in the UGC shall controL In the event of a canflict
between the confract documents, the order of pzecedence sball be fhese Standard Terms
an.d Conditions, and the Seller'a Quote.
24.0 APPLYCABLE LA'W / VENUE
This agreement shall ba govemed by tfie Uniform Commercial Code wherever the tezm
"I7niform Commercial Code° or "UCC" is used. It shall be eonstrued as meaning the
Uniform Commercial Code as adopted and atnended in the State of Texas. Bath parties
agree that venua for any litigation arising from this contr�ct shall be in Fort Worth, Tarrant
Revised.3.1i.20tp
County, Texas. This contract sha11 be governed, construed and enforced twdac tlie laws of
the Stete of Texas.
25.0 I1V�DEPENDENT CONTRACTOR(Sl
Seller shatl operate hereunder as an independent contractor and not as an offic�, agent,
servant or employee af Suyer. Se[ler sha11 havra exclusiva _control of, and the exclusive
right to control, the �etails af its operations hereunder, and all persona performing same,
and shall b e solely responsible for the acts and omissions of its o$'icers, agents, employees,
vendors and subcontractors. The dochir�.e of respondent superiar sha11 not apply as between
Buyer and Seller, its office�.g, agents, employees, vendors and subcontractors. Nothing
herein shall be construed as creatir►S a parhiersl�u�'ox j°i�t enterprise between Buyer and
Seller, its of6cers, agent�, amployees, vendora anii eubcontractore.
26.0 LIABILITY .�ND IIVDENIl�FYCATI4N.
26.1 LIABILITY -- AA'Y �1ND AI�L 1NDEMNg7CA.TlON UBLIGATIONS
iMPOSED UPOIV SUPPLIEXC.ARE LIMITLD �'O T$E F�CTENT UF TSUSE .
DAMAGES PROPORTIDNATELY CAilSED BY SUPPLIER'S BREACH OR
THE AGREEMEIVT, NEGLIGENCE, �ON'GFUL . CONDUCT,
VI'OLATXONS OF LAW. IN NO CASE �S SUPP�IER LIABLE FOR ANY
DAMAG.BS CA t1SED BY NEGLIGENCE, MISIISE OR MISAPPLICATION
OF GOODS BY OTHERS FOR NON-GOVERNMENT CIISTOMERS`,
SU'ppLlEg�s INDEMNIF.[CATIDN OBI:IGATIONS ARE IyROVIDED ON
THE COND3TIOlY S�UPPLIEROAGAINS' �SOSE �MAG S.TD THE
HOLDS AARMI.ES S
BXTEN3' . PROPORTIONATSLY CADSiD BY .�USE OR
MISAppLICATIO�V OF GOODS, NEGLIGENCF,, WRONGFUL CONDUCT',
UR VIOLATIONS OF LAW BY THE CUS�OMER, ITS AFF�IAT.ES, UR
THO�S'E t1V'PRIVITY R'!'TH THEM.
26.2 GENERAL ZiVDEMNIFICA370N - S�'LLER. �REBY.CQVEItrANTS AND
A GREES TD INDEMMFY, HOLD HARMLESS �ND DEFEND Bi7YER, lT'S
OF'FICERS, AGENT,S; SF.RYANT� AND _ E11�PLOYEES, ,FR011I A1VD
AGAINST AN� AN11 • ALL CL�9IMS OR LriWSU�'1'�S OF ANY SIND Ol�
Cg;gRAG'TER, if'HETHER REAL OR ASSERTED, FOR Bl�'l�BR
PROPERTi DAII�AGE OR LOS,S (INCLI7D�YG ALLBGED DAMI4GE 0R
LOSS TO SB�,LF,R'S BIISINESS AND ANY .R�'SULTING LOST' PROFITSj
A1VD/OR PF.RSONAL �JURF, INCLUDING DEATS,. TO A1YY AND �+rr
PERSONS, ARL�II1'G OUT OF 4R IN C011lNECTlON WlTS THIS
A4R�LMEN�", ONLY TO T1YL .EXTENT CAi7SED BY T1�"s 11�3GLIGENT
,gCT,S OR O]V�SSIONS OR MALFEAS'ANCB OFSELLE.R, ITS OFFICERS,
AG�NTS, SERVANTS' OR EIVIPLOYEES. '
9.
Revlsed 3,11.20tp
26.3
11VTELLECTUAL `PROPER�'Y INDEMNIFICATION = Seller ag�eea to
defend, �etEle, or pay, at ita own co�t.and expense, any c1aLm or acdnn against `
Buyex for infringement uf any patent, copyrigh�, frade mark, trade $ecret, or
similar property right arising from Buyer'a ase of the software and/or
� documentstion in accordance with thie Agreemen� it being anderstoud that
this agreement to defend,. settle or pay shail. not apply if Suyer modi�iea or
migases the software and/or documentetlon. So long ae Seller bear9 the cost .
and expense.of payment for claims or actions against Iinyer purgnant to this
section, Seller shall have the r3ght to eonduct tlte defense of any such cl�im or
action and all negotiations for its aettlement or compromise and to �ettle or
compromise any such cla9m; however, Buyer sh$ll have thc rlght to �fiilly
parkicipate in any and all �uch settlement, negotiations, or laweuit as neeessary
to pratect Buy�r'a interest, and Buyer agrecs to cooperate with Seller in rloing
so. Tn tb.e event Buyer, for whatever reaean, asswnes the responsibility for
payment of costs and expenses far any cl$im or action brought against Buyer
fur infringement arising under this Agreement, Bnyer shall have the sole righ#
to couduct the defense of any snch claim or action end all negotiatlone for ita
settlemenf or � con4promise aud to eettle or compromise any auch claim;
Lowever, Seller ehau fully participat� and cooperaie wlth Buyer Lu de%nse of �
such claim or action. Bayer agrees to give Sellet� timel� writ#en notiee uf any
such clatm or action, wiih copies of all papers. Buyer may receive relating �
tlieret4. Natwithstanding the foregoing, Buyer'� assumption of payment of
coets or. expenses ahall not eliminate Seller's duty to indemnify Bu�er under
this Agreemeut. If the softv4�are and/or dacumentation ar any part thereof is
held ia infringe and ttte use thereof is enjoined or restrained ar, if as a result
of a settlemen� or compromise, such use is materially adversely re9tricted,
Seller ahall, at its own� expense and us Buyer's eole remedy, either: (a) procure
for Buyer the right to cont3nae ta uge the software and/or documentation; or
(b) modify tb�e software and/or documentaHon to make it non-infringing,
provided thut such modi�icalion daes .not m�tertally adversely affect
Buyer'8 authorized use of #he software. andlor documentafion; ar (c) replace
the goftware and/or dacumeutation vrith equally suit�bie, compatible, and
functionally equivalenE non-iafringing aoftware and/vr docuauentation at no
additional charge to Buyer; or (d) if none of the foregoittg alternatives is
reaeonably availsbYe to Scller terminate .thie Agreement, and refund all
amounts paid to Seller by Buyer, sabseqnent to whfcL termi�atlon Buyer may
eeek any a�ad all remedies available to Buyer under ]sw.
26.4 LIMITATION ON LIABILTTY - THE TOTAL LIABIGITY OF.SYIPPLIER
AND 1T9 SUBSIDIARIES, AFFILIA�TES, EMPLOYEE,S, D.IRECTO�tS;
OFFiCERS AND AGENTS ARI�ING • OIIT UF PERFORMeiNCE,
NONPERFORMANCE, OR OBLIGATIONS lN CONNECI'YON WITH THE
DESIGN, MANUFACTURE, SALE,1)ELIVERY, AND/OR USE OF GOODS
.AND/OR SERVYCES IlV NO CIRCUMSTANCE INCLUDES ANY
LIQUIDATED, PENALTY, INCIDENTAL OR CONS�QUENTIAI.
10
Re�ised 3.31.ZOtp
DAMAGES OF ANY KIND, NOR EXCEED THE TOTAL .A.IVYOUNT OF
COMPENSATION _ACTUALLY PAID TO SUPPLIER UNDER THE
AGR�EMENT, T�.XCEP'J�' .ONLY IN'THE CASE OF DAMAGES ARISING
DUE TU SUPPLIER'S WILLFUL NIISCONDUCT.
�7 SEVERABTLITY
In case an.y one or. more o�the provisions�confained in fhis agreement'�hall for any reason, .
be held to be inva�id, �71ega1 or unenforceable in any respect, such i�validity, illegality or
unenforceability ahall not affect any otl�er provision of this agreement, which agreement
shalY be conatzued as if such invalid, illegal or unenfbtccable. pmvision had never been
contained hersin. �
28. FISCAL FUNDING LIlVIITATION
In the event ao funds or insuffiaient funds �re appropriated and� budgeted in any fiscal
period for payme;nts due under this contrack, then Suyer will immediately notify Se11er of
such occunence and this contract shall be terminatet� on the last day of the fisca! period for
which fimds have been appropriated without p�lty oz axpense to Buyer of any kind
whatsoeve�, except ta the portions of annual paymer�ts herein agreed u�o� for which fimds
sha11 have been appropriated and budgeted or are otherwisa available.
29 �TOTICES TO kARTIES
Notices required piu�susnt to the provisions of tlus Agree7nent shall be canoluaively
detarmined-to have been delivered when (1) hand delivered to the oth.er party, its agents,
employeas, aervsnts or iepresentatives, (2) delivered by facsimile with elecdronic
confirrnation of the transmission, or (3) received by the other party by United States Mail,
regiateXed, return receipt requested, addressed as follows:
TO.BUYER: � � TO SELLER: Newman Regetacy Group
Cifiy of Fort Worth
Attn: Purcbasing Manager ,i/�' V� G'�rrt' i+v�..
200 Texag Siraet !�ile=G uc,�t � 5ec' , Title
Fort Worth, TX 7610z-6314 �'Z dS 5� klR�l�i.'Goo Sui7'� 1�{0
Facsnnile; (817) 392-8bS4 STfiPfi�+tA Tk 7"7 %'%
Facsianile; 28l. `180.7�l�7
With copy to Fort Worth City
Attorney's afficc at same address
30 NOP+T DISCRIMINATION
li
Revlsed 3.11.20tp
i
Seller, for itself, its personal representativas, assigns, subVendors and succesaors in
iaterest, as part of the consideration herein, agrees that in the performance of Seller's duties
and obligations hereunder, it shall not discriminate in the ireatment or employment of any
indivi.dual or graup of individuals on any basis prohibited by law• IF' .�NY CLAIM
ARISE5 FROM AN ALLEGED 'V�OLATION OF THI5 NON-DI�CRIMIl�IATION
COVENANT BY SELI,EA, YTS PERSONAL REPRESENTATIVES, ASSXGNS,
SUBVENDORS OR SUCCESSORS IN IN'1'EREST, SELY�ER AGREES TO
ASSUME SrTCYi LIABILITY AND TO INDEMNIF'Y AND DEFEND BUYER AND
HOLD BUYER HARMLESS FROM SUCH CLA,IM.
31 1MMIGRATION NATIONALITY ACT
Seller sball verii'y the identity aud employment eligibility of its employees who perfomi
woxk unde� this Agreement, including completing the Employment Eligibility Yerification
Form (I-9). Upon request by Buyer, Seller shall provide BuyeT with coPieS of ail I 9 forms
and supporting eligibiliiy documantation far eacl� employee who perfoans v�'ark underthis .
Agreement, Seller shiall adhere to all Federal an.d State laws as well as establish appropriate
procedures and controls so that no sarvicas will be performed b�► any Seller employee who
is not legally cligible to perform such services. S�LLER SHALL INDEMN�� B��R
AND HOLD BUYER HARMI�ESS FROM ANY PENALTIES, �IABILITIES,- OR
�.,OSSES. DUE TD VIOLATIONS OF T� P�'G��OR �CEN EES.
SELLTR'5 �MPLOY�ES, SUHCON'i'RACTO�tS, ACxENTS,
Buyer, upon written notice ta Seller, sha11 have the right to immediately terminate tt�is
Agre�nsnt for violafiions of this pravision by 5eller,
32 flEALTH. SAFETY. AND �NVIRONMENTA'L REQUIREMENTS
Servicea, pzoducts, materials, and supplies provided by the 5e11er muat meet or exceed all
applicable health, safetY, and thc cnvironmeiital 1aws, requizements, and standards. in
addition, Seller agrees to olitain and pay, at its own expense, for all licenses, permits,
certificates, and inspections necessary to provide the products or to perform the aerviaes
hareunder. Seller shall indem:nify BnYei' from any penalt�es or liabilities due to violations
of tltis proyision. Bu�+et ahall have the right to immediately tern�inate this Ageement for
violations of this �p=ovisioz� by Se11er.
33 RIGti`[' TCl AUDI'1'
Seller agrees that Buyez shall, until tha exgiration of three.(3) ye� ��' final payraent
under this conlract, or the final conclusion of any audit eommenaed during the said three
years, have access to and the right to examine at reasonable times any direetlY perhnent.
books, documents, papers and records, in.cluding, but nat limited to; all eleetranic recozds,
of Seller involving transactions relating to this Ag�eement at no additianal cost to Buyer,
Se11er agrees that Buyer shall have access during normal working hours to all neaes9ary
Seller facilities and shall be provided adequate and appropriste wor�C space in order to
12
Revlsed 3.11.20tp
conduct audits in compliance with the provisions of this sectio�. Buyer shall give Se11er
reas4nable advance_ notice of intended audits. The Buyer's right to audit, as described
herein, shall stuvive the terminativn andlor expiration of thie Agteemer�t.
34 nrqAB�LITY
In accordance.wili� the provisions of the Americans 'QVith Disabilities Act of 199U (ADA.),
Seller.warrants thaC it and any and all of its subcanfractors wi�l not unlawfully discriminate
on the basis of disability in the provision of services to general public, nor in the .
availability, terms end/or conditions of employment £or applicants for employme�at with,
or employees of Seller or any of its subconiractors. Seller warranta it will fu11y comply
with ADA's provisions and any othex applicable federal, state and locel laws concerning.
disability and will defend, indemnify and hold Buyer hamciless against any clairns or
allegations assezted by third parti.es or subconbractors a$ainst Buyer arising out of Sellez's
andlor ite subcontracto�'s alleged failure to comply with .tha above-rafare�ced la,wa
concer�ing disability discrimination in the performance of this agreeme�t.
35 DISPUTE RESOLUTION
If aither Buyer or Sellar has a claim, disptrte, or ather matter ln. question far breach vf duty,
obligatians, serYices rende�'ed or any warrant3` tha# ariges'under tius Agreement, the parties
shaIl �irst attempt to resolva the matter through this dispute resolution process. The
disputing party shall notify the other pariy in wrifiing as soon as practicab�e after
discovering the claim, dispute, or bre�ch. The noti.ce sha11 state the �atuxe of the diepute
and �ist the party's apecific reasons for such dispute, Within ten (10) businass days oP
receipt of the notice, both parties ahall znalce a good faith effort, either tivraugh email, mail,
phane conference, in pecson meeiuigs, or other reasonable rneans to resolve any claim,
dispute, breach or other matter in qu�stion that ma�r arise vut af, or in connection with t1�is
Agreemen#. If the parties fail to resolve the ditspute within sixty (60) days of the date of
receipt of the �otice o�the dispute, then the. parEies may submit the matter to non binding
mediation upon written consent of authorized repre9entatives of both parties in accardgnce
yy;tk the Yndu,ytey Arlaitration Ru�es o£ the Americ,an. Arbitration Associa#ion or othez
applicable rules goveming mediation then in effect. If t}ie parties submit thc dispute to non
binding mediation and cannot resolve the dispute throngh medi ation, then either paxty sha11
have the rigint to exercise any and all reraedies available under law regarding fihe disPuie•
36 pROHI�ITION ON CONTRACTING WXTH CUMPANIES THAT SDYCO�
� .
�if Seller hsa fewer than 10 employees ar this Agreement la for less than 5100,000, this
seetion does not apply. Seller acknowledges that in, accordance with Chapter 227Q of the
Texas Government Cade, the Bnyec is prohibited from entering into a contract with a
company for goods or ser'vices unlees the contract cnntains a written verificadon from the
campeny that it: {1) does no# boycott Israel; and (2} will not boycott Israel during the term
of the contrac�. The.terms "boycott Istael" a�d "company" shall have the meanings
13
Revised 3.11.2Dtp
ascribed to those. terms in Section 808.001 of the Texas Government Cade. By. signing
thi� contract, Seller cerEifies that Se�ler's signature provides wriHen; veritication to
tfie Buyer that Seller: (1) does nat boycott Yarael; and (2) wlllnat boycott Israel during
the term of the cvntract.
37 INSURANCE REOUIItEMENTS
37.1 Coverage and Limits
(a) Commercial Genexal Liatiility:
$1,000,000 - Each Occurrence
$2,0OO,OQO - Aggregate
(b} Auiomobile Liability:
$1,000,0�0 - Each occurrence on a cornl�ined single limit basis
Co�verage shall be on any vehicle used l�y Seller, its ennployeea, agents,
representatives in the course�af providing aervices under this Agreement.
"Any vehicle" shall be any vehicle owned, hired and non-own�d.
(c) Worker's Compez�sation:
Statutory limits according to the Texas Workers' Cornpensation Act or any
other state warkers' compensation laws where the wotk is being performed
Ernplo�ers' liability
$ l OQ,000 - Bodily Injury by aacidanf; esoh accidendoccurrence
$100,000 - Bodily Injury by disease; each employee ,
�500,000 - Bodily Tnjury by disease;.policy limit _ �
37.2 General Requiremanta
(a) The commercial general liability and automobile liability policies
shall name Buyer as azi additional insurad therean, as its interests may
appear. The term Buyer sha11 inolude ita employees; offioers, officials,
agents, and volunteers in respect to the contracted servicas.
(b) The workers' compensation paliGy shall include a Wai�ver of
Subzogation (Right of ltecovery) in fsvor of Buyer,
i4 �
Revlsed 3.11:2Dtp
(c) A mi.nimum of Thirt�y (30} days' notice of cancellation or reduction
in Iimits of coverage shall be provided to Buyer, Ten (10) days' notice shall
b.e acceptable in tlie event of non payrn�nt a£premium, Notice shall be sent
to the Ris1c Manager, Suyer of Fort. Worth, 200 Tex.as Street,. �ort Worth,.
Texas 76102, witli copies ta the Fort Wortl� City Attomey at tlae samc
addzess.
(� The insurers for all policies must be licensed and/or sppmyed to do
business in the State of Texas. All ins�uers muat have a ininimum nating of
A- VII in the current A.M. Best Key Rating Csuide; or have reasonably
equivalent financzal atrength and solvency to the satisfaction of Risk
Management. If the rating is below t�at required, written approval of Risk
Manag�me�nt is required. � •
(e) Any failute on the part af Buyer to requeet required inaurance
documentation ahsll not constitute a vveiver of the insuran.ce requirerrient,
(fl Certificates af Insuran�ce evidencing that Vendor has obtaisied all
ret�ired insurance shall be delivexed to the Suyer prior to Vendor
proceedin� with an.y work pursuant to this Agreemen�
15
Revised 3.11.20#p
Exhibft B— CONFLICT OF INTEREST QUESTIONNAIRE
Pwrsuant to Chapter 176 of the Local Government Code, any person or agent of a person
who contracts or. seeks to conkract for th.e sale or purchase of property, goods, or services
with a local governmental entity (i.e. The City of Fort Worth) must disclose in thc
Questionnaire Forra C�Q ("Questionnaire") ihe person's affiliation or business xelationship
that might cause a conflict of interest with the Xooa] govemrnental entity. By ]aw, the
Questionnaire must be filed with the Fort Workh City Secretary no later ihan seven days
af�ex the date the person begins contract discussions or negotiations with the Buye�r, or
submits sn application or response ta a request for proposals or bids, correspondence, or
another writing. related to a pot�ntial agzeement with tlne Buyer. Updated Question�aires
must be filed in conformance with Chapter 176. -
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. '�'he fo�'n
is a�lso available at http•//www.ethics.state.tx.iis/forms/CIO.ndf '
If you have any questioas abont cotnpliance, please consult your own legal counsel.
Compliance is tha individual responsibility of each person or agent of a person who is
subject to the filing requirement. An offen�e under Cbiapter 176 is a Class C misdemeanor.
NUTE: If yvu are not aware of a Confllct of Intexest in sny business relationship that
yon might have with ihe Bu�►er, s�ate Selter name in the # 1, uae N/A in each of the
axeas on the form. However, a signature ia required in the �#4 box in �ll cases.
16
Revised 3.11.20tp
�ONFL.ICT OF ii�ITEREST QU�STIONNAIRE Fl7RM �iQ
For venddr doing buslneee wlth Ioo�! governmentaf entlty
Inli qwallenmlrp rotMqle oh�nQra lerdc tn Ihe 4w Oy FLB. �7, H�eh� LR9., INguurs��.+lon. ��E��-Y
'fhls qucsllonnelre Is being 111�d in acoordarice wllh Chapler t76, Loodl tiovemmsni Code, �� p��ed
by a vendo�who has s buslness retatinnship as d��ined by S�Ilon 176.00it1-e}wNh g lar.al
pavemmental on111y and Iheveridor ma�Is mquirnmeriis under Secli�b 176.006(dj.
By law this quesilonneire mual t�e fileilwilh Ihe records adminislralor otihe lapil gosrar►men►al
entity not tat�rlhen Ihe 7th 6usfness dagi afler t�e date ihevandnr Esr�comeseware oflants �
lhetraqulrelhastat�mantiobeHled. SeaSectlanl7B4OP6{a-1},L.acalGovemmentGodu,
A vendar commiis an o(fense "sf li►e vendor knovringly vlalates Soolian 176:0[l6, Local
Gavemmanl Cade.An ollonse under lh�s saction ls a misdemeenor,
T N��me ofvendorwho has e bu�ln��s rslellbnship wufi [acal govemmenlalenllly.
�i/�J/1/lRi� �'�i�ie. Cp/IDuP �iVc
G R�hlsbaxlJyoaa�elingenupdatetoapravi+�uey(I dque9 annare. �/�� -
/V
(The lew rnquiree lhel yau iila ,pn updAted oomplaled que�6an�lair� wilh tha approprlata iilinp atdhority noi
later thsn 1he 7th bust�acs dny u8or Ihe dute on which you becumo nware U�at HMi aiglriell� flleJ•queslinnnaire wae
Incumplefe ar Inacouratv.j
s t�ameoiioaalgnvammanto(ticeraboutwhornlhelhta,rt/natlan9nihissecUvnlsbeingdlscttisetl.
f V /�
Neme oTOlficer� � ' � � � �
T�Is sacGnn (ltam 3 lnduding r�rb�rts A, 9, C, & D). must ba amnpbied ter each offiaer wiw wttan Ihe vendor ha9 an
employment ar oifier hueiness ralatiomHp es defined iry Sec4tan 17$.OA1{3-a}, Locel C,nvemmenl Code. AtterJi add�ional
papea lo Itiln Form CI� ee necbe�y.
A. ia lhe looul govemmeni offr.er nntnad !n Ihl� 6ecuon rnraivfr� or I'i�aly lo racaiva laxable Incoma, uThar ihan Inveatment
Irsaome, fmm Ihe vandorl
aYe6 �Nn '"/"
B. isthe vendor recel�ing or likeiy to reueive taxablo Income, otherthan Inveslmentincome, irom or ai the dlreotion oJ the laeal
govemmenl olflcar mamed In lhia section ANO !he ia�cebl� Incnme !s nat ru�eived hqm tha locel govemmenial enGly?
� Yes . � No ���
C, !s the filer a( thi9 auealfunneire emplayed by a corporetion ot other bustnass entity with respaci io wh�l►tlw In+�l
govemment eMcer serves �e an t�9'icer ar direcwr, or hokia an ownemhip intere�i of ane perr.ent a mnre."
�Yae �No �/�-
D. Deacriba each empioyment or bua(ness and famlly ralallonship wlih Iha local governmer� oH�cer nemed In II►Is sacllon,
��� -
.�G�v(_6G��� � �z3 zd Z % .
Srgnawre ot vanda do�+g bualorss wW► Ine govemmenlal entlty oata
htloptad 817:201G
17
Revised 3.11.20tp
�
E��IT C— SE�,LF�R CONTACT 1NFORMATION
Seller's Name: N��l(/ 1�,���Jt�C . Cr/(dC�/°, /NG
_ ,
Seller's Locat Address: ��70�. �. t� l�irGC%a01�, SurTt �yQ, STi�r'�atv� rX 77'Y7�
Phone: ZE�/. �'1$O , 7NS� � Fax: Z� /. 480 ,?�I'�it 7
Email: l� xOG{/�GlC.� � /V�GdI�'IA��E'Cst-74«y. GD�/l
Name of pereons to wntaqt when plaeing�au ord�r or invoice question"s: �'
Name/Title �l�72�fI �U�.�CKC .
Phone: � �� Z , (o(0 3 . J���o � � Fax: � � � . 2 �8, f�`�a 3
Email: ,�I(7�7�/� C° �2UlJ'%/�'1/�E4��y COILi �
NamePTitle
Phone•
Emai1:
Name/Title
Phone:
�
Fax:
Fax:
Email:
�
y�l�/C �l/�� � - - �
rc.�fr��� v, �c�9uc.�e.
Signature Printed Name
18
3 Z� zoz�
Date �
ReVlsed 3.11.20tp
EX�IT D
VERIFICATION OF SIGNATURE AUTHORITY
NEWMAN REGENCY GRUUP
�5ztoo s1ti. P�4-(I�w�y ��t� �� surr� z�o
._o�usTinl, Tk '78?3S
Execation of thi� Signature Veriticatfon Form ("Foim") hereby certifies that the follt�wing
individuals and/or positions have the authority to legslly bind Seller ancl to execute any agreemcnt,
amendment or change order on behalf of Seller. Such binding authority has been grauted by proper
order, resolution, ortlinance or other authorization of Saller. Buyer is fully entitled.to rely on the
warranty and representa�ion set foxth in thie Form jn entering into an� agceement or amendmant
with Seller: Saller wi]l submit an updated �orm within ten (10) business days if there ar� any
cl�anges to the signatory authority, Buyer is entitled to rely on any cturent executed Fomx nntil it �
rer,ei�es a revised �'orm that has been pro�erly executed by Seller, �
1, Name: 1�i�/1%fih2l9 1c��dL CjG6'
Position: Inside Sales
Sa�6a� �
Signatu�re'
2. Name: ��FL �� ��v�U«
Positian: S�.'k7iff,� T',ee�Su/l�'�2
, �, .,
Signature
��'//, ���n-�,�G
Signature of President/CBO/Managing Pariner
Title: President Date 3/24f2021
19
Revised 3.11.20tp
EXHISIT E
SELLER'S SOLE SOURCE JUSTIFICATiON LETTER
ORT VVdRT .
GTTY O� �O,itT'W4RTH
CHAI'T'�R �52, i�MPTTON FOR3VI
This form m�Lst 1� provided whcn roaucgtins� to n�ak$ a�urah�as�o��52.490 rv�th�utfa]Iowing
nt�blic,-.bic clin�reattirem�nts. �
Instructians: Fi11 o�t the entire fann with det�iled infonnation, Once you �iaue completad this
farrn, provide .if to tha Fiuck�asing atiorncy fprreviow, Tt�e attorney will revi�w the iiifortnution
you havo provided. a�d deter�mine wh�ther using an exe�nptiott to �x►pter 2�Z'a bidIDg
requiremeuts would b� defensible, If you are printing this form to provid� to I�egAl, pleasc c{o riat
provide the Primer portiRn, Failw'e kp pravide sul�'icient informatipn rnay result in fo(low up
qu�stior�s �t►d ct�use a delay in #he attorney's detennination:
Sectiorl ] : General Informatian
Reque�tin� Deparlment: ViAage Creek Reclarnation andlt�usc pivision
Narne of Conhnct Ivi�nnger: Darla Mornles � � '
bepartment's Attorney: bou�$lnck
Item. or S�rvic� sou$ht: �'rojan Llltravial�t {LJV) 3000 Parts
Vendor: �Newman R,egenc,�C3roun. _� _ __ _ _ —__ _
Gurrent rlgreaznent for itemisQrvice; Yes _ X No _
CSC #: NA
HAw will this itern or servi�e be use,ci; The;puroose of the Troian LIV pads. i� t�te{taiz' the
Ii�,V300 water purification syst�t tiYat is itt �ar�e st th� Ril�i�c Cree�t reclaim pact of the plant
that w�ere we usethe UV system to cleon waste water for irri �� tion purposes. �
5ection 2: Examniinu Jusdlicaiion
Ple�se iudicate which exetlipiion vou Uelieva appIies ta t�e gural�ase and pr,cZ�ide infarmatiot�io
s��ort iis aa�lica � Plesse refer to t�,ie��tion Prie�er fot� detailesl in£eriru�tion a�iau#
cornman �xempflnns.
n pmcuremcnt mada be�usv of a publia calam ily ihat �quiYes the immediaf� appropriation
ai muncy to reli�ve the necessity of ihe municigaliky's res�dents ar to pr�serve the pmperty af the
municipuHty;
____ a proeur��zn�nt necassary to preserva ar protect tha public ite.�lth oe safety of the
muniaipaiity's residents; .
5ole Souroe Agreement—Newman Regency Group
20
Revised 3.11,20tp
� procurement necessary becE►us� of �usforeseea� dt�maga 1t� public znachit��ry, equipment, t�r
oihar ptv�x;riy;
a procut�ment for personal, profassiooal, or pl�ining services;
a pracure�nent for wark thaf is p�rFpl'med and p�id far by thc day �s tl�� wbrk ptogresses;
u plTrchuse of IAnd or a ri�ht-of-way;
It a procuremant of items that are available from nnly on� souri:�, includin�:
,�, � gurchAse of rpre books, papers, flnd other libr�ry materials �or u pnblic library;
�nving dr�inage, street widening, and otlier public improvemenEs, or.r�l�#�d matters, if at
least ane�third of the cost is to Ue pa{d by or thraugl� specia.l assessmerils lev��d qn pr�petty that
wi�l bonefit from the iraprovamei�ts;
a public in�rove�neat.project, �lreuciy in progress, authorized by tha votet:� of tbc
municipalrty, farwhich ihere is a deticiency af funds foe completing the prOject in ae�:��tfance
with the plans and purposes autharize�i by fhe voters;
aa pa}�ui�nt uttder a�dntract by wluch a developer participates i�i the canstruction af s pubGa
im�rovoment us provided by Su6ch�ster C; Chaptei� 212; _personal pibper{y s�ld:
(A) at an auctipn by a stat� Ticcnsed aucdoneer;
(S) �tn goii�g out af busines� sa]e h�ld in complionce with Snbchepter T, �ha�ter ]7,
Bnsiness 8c Convnerce Cade;
(C) by a palitical s�ubdivision o� khis si�te, a siate agency of ihis stete, or an enii�y af the �
federAl government� or
(D) under an interlocal conttac# far c.00perative purci�asin� adtninisl�r�d by a regidnal
p]anning co�n�issian established und�r Chapier 391; '
ssrvi�es �formed by blinc� or severely disnbled peesons;
goads.pw�ciaased b� a rnur,icipali�y fqrsubsec�u�nit�etail sale by tflemitiu�ipality;
el�ct�icity; or
_adverds'uig, othar iJ�n legal nofices, '
Pl�use �mv�d� tl�t�il� und f�ct$ to explai�i rvhyyou believe the ex�mption a� lias ta the
�w�chase. You ma�aYso ettach documentation to t�tis form.
Vi1lu�e Creek hasthefimjan iJV 3b0 wtitet gurifiafltian system currently,in service, t� u�ifs
a� �ritioal in ih� �;ocass df oleanine t�e wastewater. This unit is desi�� t�hetn alean the
wasfewaler so th�t it can be used in ao}f course i�igaiian s�istem thrunQhout the Citv And
surraunding are�s,
Section 3: Attarnev D�ferminai�on
'�Vith t�e facts provide� b� di� depurtment, is the use of the c]Aimed exemptiou defens�ble � the
Cliy r�rere to be challenged ori this purchase? �,Yes or No
'�Jas th�re a�}+thir�g noE inciudad on tl�is form or utt��hed h�ttto thAt was relie8 on in malring fhiis
de#eiminati,nn? Yes or �No
Sole Source Agreement—Newman Regenby Group
21 Revised 3.11.20tp
i
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lf yes, please explEtin:
Apptoved by;
����r�
Tayfor Paris
Sole Source Agreement—Newman Regency Group
22
II
Revised 3,11.20tp
.�
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February '13, 2020 '
.
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.i11• ir�•
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Ciry of Fort Worth
Village Creek Water Reclamation Facility
Attn: Darla Morales
Dear Ms, Morales,
RE: Trotan Svstem UV3000+TM
#51 �166
In ihe Engineered Submitta! Package for the Trojan System UV3000+TM, Tro)an provlded an equlpment perforrnance guarantee
stating that the system wlll meet the required level of disinfection provided that the system Is operated and maintained in
accordance with recommendations made by irof an Technologles.
In order for this equlpment guarantee to be maintained, it i$ imperative thaf fhe appraprfate componenls. and replacement parts be
used In the system. There are key replacement parts and system components that directly influence ihe.performance and
reliability of the system. Among these critical replacement parts are the UV lamps, ballasts and clrcuit boards. Wthout using
lamps, ballasts, and other components that are approved �nd validated by Trojan Technologies, we cannot guarantee that ihe
system will provide the requlred germicidal output Subsequently, we cannot guarantee that ihe required UV dose Is being
delivered, If lamp oufput, ballast effidency, and other components are unknown,-
In add{tion to the above mentioned replacement parts, ihe technlcal field servlce on the UV system should be provided by Trojan
Technologies trained personnel, Only Trajan personnel, or their representatives, have the technical, equipment and software
training to perform any required field service on the UV system.
In order to keep the equipment performance guarantee intact, is ft recommended that specialized system components be
purchased and contracted through a Tro]an author'rzed representative. 7roJan purchases only validated system components
(lamps, ballasts etc.) from our suppliers and only those components meeting our performance standards are passed on the
custamer. �
Trojan's sole authorized representative for equipment, parts and field servlce ln Texas Is:
Newman Regency Group
92705 S. Kirlcwood Suite 140
Staffqrd, TX 77477 .
7e1: 281.980.7448JFa�c 281.980.7447 '
If you have any questions regarding this matter, or require any addltlonal information please do not hesltate to our office at 1-800-
294-2150, opUon #1 or by fax at 1-800-291-02U5.
Best regards, -
TROJAN TECHNOLOGiES,1NC. - ,
��t�, �'Lo►�PrV
�� 0
Judy Georgijev
Municipal Territory Representative
3020 Gore Rd.• Lontlon, Ontario N6A 4C3 �
Ph: 800.294.2150 � Fax: 800.291.0205
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