HomeMy WebLinkAboutContract 56215 CSC No. 56215
ORT WORTH
CITY OF FORT WORTH
SOLE SOURCE PURCHASE AGREEMENT
This Sole Source Purchase Agreement ("Agreement") is entered into by and between Carey's
Heating and Air Conditioning,Inc. ("Seller") and the City of Fort Worth, ("Buyer"), a Texas home
rule Municipal Corporation.
The Sole Source Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Sole Source Purchase Agreement;
2. Exhibit A—Terms and Conditions;
3. Exhibit B—[Seller's Quote, Scope of Services or Purchase Order];
5. Exhibit C—Sole Source Procurement Justification; and
6. Exhibit D—Conflict of Interest Questionnaire.
Exhibits A, B, C, and D, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes.
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be executed
by their duly authorized representatives to be effective as of the date signed below.
[SIGNATURE PAGE FOLLOWS]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COVIPLIA- CE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
By. Jtsus J.Chapa(Aug 4,202114:11 CDT) I ensuring all performance and reporting
Name: Jesus J. Chapa requirements.
Title: Deputy City Manager
APPROVAL RECOMMENDED: �'GCG� CGgVg�gblG�
Kelly Cleveland(Aug 23,202109:46 CDT)
By:
Name: Sasha Kane
N917 Title: Sr. Contract Compliance Specialist
Neil Noakes(Aug 24,202113:17 CDT)
By.
Name: Neil Noakes APPROVED AS TO FORM AND
Title: Chief of Police paaaFORr��a LEGALITY:
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ATTEST: ��e °��'-+°o
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P�*%oo B Nico Arias(Aug 23,202108:03 CDT)
aaa�nFxASa�p Name: Nico Arias
By: Title: Assistant City Attorney
Name: Ronald P. Gonzales
Title: Acting City Secretary CONTRACT AUTHORIZATION:
M&C: 21-0558
Date Approved: 8,10/2021
Form 1295 Certification No.: 2021-760648
CAREY'S HEATLti G AND AIR
"CONDjTIONI1NG,INC.
�Y
B _ 1
Title: U—: C-
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit A
CITY OF FORT WORTH,TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and
subcontractors who act on behalf of various City departments,bodies or agencies.
2.0 DEFINITION OF SELLER
The Vendor(s), consultant, supplier, its officers, agents, servants, employees, vendors and
subcontractors, or other provider of goods and/or services who act on behalf of the entity under
a contract with the City of Fort Worth.
3.0 TERM
This Agreement shall begin on September 1, 2021 ("Effective Date") and shall expire on August 31,
2022("Expiration Date"), unless terminated earlier in accordance with this Agreement("Initial Term").
Buyer shall have the option, in its sole discretion, to renew this Agreement under the same terms and
conditions,for up to four(4)one-year renewal options,at Buyer's sole discretion.
4.0 COMPENSATION. City will pay Vendor in accordance with the provisions of this Agreement,
including Equipment Maintenance listed in Exhibit B and repairs not to exceed$50,000.00.Exhibit
B is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement
will not exceed One Hundred Fifty Seven Thousand and Two Hundred Fifty Dollars($157,250.00).
Vendor will not perform any additional services or bill for expenses incurred for City not specified by this
Agreement unless City requests and approves in writing the additional costs for such services. City will
not be liable for any additional expenses of Vendor not specified by this Agreement unless City first
approves such expenses in writing
Unit Cost Extended
Cost
Equipment $107.250.0 $107.250.00
Maintenance
Repairs $50,000.00 $50,000.00
Total $157,250.00
5.0 PUBLIC INFORMATION
Buyer is a government entity under the laws of the State of Texas and all documents held or
maintained by Buyer are subject to disclosure under the Texas Public Information Act. In the
event there is a request for information marked Confidential or Proprietary,Buyer shall promptly
notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A
determination on whether such reasons are sufficient will not be decided by Buyer, but by the
Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The
Parties agree that nothing contained within this Agreement is considered proprietary or trade
secret information and this agreement may be released in the event that it is requested.
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6.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest,direct or indirect,in any contract
with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land,
materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful
violation of this section shall constitute malfeasance in office,and any officer or employee found
guilty thereof shall thereby forfeit his office or position
Any violation of this section with the knowledge, expressed or implied, of the person or
corporation contracting with the City Council shall render the contract invalid by the City
Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter).
7.0 ORDERS
7.1 No employees of the Buyer or its ofticers. agents, servants, vendors or sub vendors who
act on behalf of various City departments, bodies or agencies are authorized to place
orders for goods and/or services without providing approved contract numbers,purchase
order numbers, or release numbers issued by the Buyer. The only exceptions are
Purchasing Card orders and emergencies pursuant to Texas Local Government Code
Section 252.022(a)(1), (2), or (3). In the case of emergencies. the Buyer's Purchasing
Division will place such orders.
7.2 Acceptance of an order and delivery on the part of the Seller without an approved contract
number, purchase order number, or release number issued by the Buyer may result in
rejection of delivery,return of goods at the Seller's cost and/or non-payment.
8.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice.Each shipping container
shall be clearly and permanently marked as follows: (a) Seller's name and address: (b)
Consignee's name, address and purchase order or purchase change order number; (c) Container
number and total number of containers, e.g., box 1 of 4 boxes; and(d)Number of the container
bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided.Goods
shall be suitably packed to secure lowest transportation costs and to conform to requirements of
common carriers and any applicable specifications. Buyer's count or weight shall be final and
conclusive on shipments not accompanied by packing lists.
9.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will
operate as a tender of goods.
10.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and
takes possession of the goods at the point or points of delivery after inspection and acceptance of
the goods.
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11.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed.
12.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase
change order,or release order.
13.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall
be responsible for all charges for the return to Seller of any goods rejected as being
nonconforming under the specifications.
14.0 INVOICES
14.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase
change order after each delivery. Invoices shall indicate the purchase order or purchase
change order number. Invoices shall be itemized and transportation charges,if any, shall
be listed separately.A copy of the bill of lading and the freight waybill,when applicable,
should be attached to the invoice. Seller shall wail or deliver invoices to Buyer's
Department and address as set forth in the block of the purchase order, purchase change
order or release order entitled "Ship to." Payment shall not be made until the above
instruments have been submitted after delivery and acceptance of the goods and/or
services.
14.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices.The Buyer
shall furnish a tax exemption certificate upon Seller's request.
14.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in
writing. Before the 1 st payment is due to Seller, Seller shall register for direct deposit
payments prior to providing goods and/or services using the forms posted on the City's
website".
15.0 PRICE WARRANTY
15.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller
warrants to be no higher than Seller's current prices on orders by others for products and
services of the kind and specification covered by this agreement for similar quantities
under like conditions and methods of purchase.In the event Seller breaches this warranty,
the prices of the items shall be reduced to the prices contained in Seller's proposals,or in
the alternative upon Buyer's option, Buyer shall have the right to cancel this contract
without any liability to Seller for breach or for Seller's actual expense. Such remedies are
in addition to and not in lieu of any other remedies which Buyer may have in law or
equity.
15.2 Seller warrants that no person or selling agency has been employed or retained to solicit
or secure this contract upon an agreement or understanding for commission,percentage,
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brokerage or contingent fee,excepting employees of an establisher)commercial or selling
agency that is maintained by Seller for the purpose of securing business. For breach or
violation of this warranty, Buyer shall have the right, in addition to any other right or
rights arising pursuant to said purchase(s),to cancel this contract without liability and to
deduct from the contract price such commission percentage,brokerage or contingent fee,
or otherwise to recover the full amount thereof.
16.0 PRODUCT WARRANTY
Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall
render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will
conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation,
and the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's
specifications, drawings, and descriptions, Buyer's specifications shall govern.
17.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the
U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as
amended. In the event the product does not conform to OSHA standards, Buyer may return the
product for correction or replacement at Seller's expense. In the event Seller fails to make
appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's
expense.Where no correction is or can be made, Seller shall refund all monies received for such
goods within thirty (30) days after request is made by Buyer in writing and received by Seller.
Notice is considered to have been received upon hand delivery, or otherwise in accordance with
Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach
and cause this contract to terminate immediately
18.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless otherwise
agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable,
royalty free license to use the software. This software is "proprietary" to Seller, and is licensed
and provided to the Buyer for its sole use for purposes under this Agreement and any attached
work orders or invoices. The Buyer may not use or share this software without permission of the
Seller;however Buyer may make copies of the software expressly for backup purposes.
19.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
19.1 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software,
analyses, applications, methods, ways, and processes (in this Section each
individually referred to as a "Deliverable" and collectively as the "Deliverables,")
do not infringe upon or violate any patent, copyrights, trademarks, service marks,
trade secrets, or any intellectual property rights or other third party proprietary
rights,in the performance of services under this Agreement.
19.2 SELLER shall be Iiable and responsible for any and all claims made against the
Buyer for infringement of any patent, copyright, trademark, service mark, trade
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secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s) in the course of performance or completion of, or in any way
connected with providing the services, or the Buyer's continued use of the
Deliverable(s) hereunder;
19.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim or
action against Buyer for infringement of any patent, copyright, trade mark, trade
secret, or similar property right arising from Buyer's use of the software and/or
documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if Buyer modifies or misuses the
software and/or documentation. So long as SELLER bears the cost and expense of
payment for claims or actions against Buyer pursuant to this section,SELLER shall
have the right to conduct the defense of any such claim or action and all negotiations
for its settlement or compromise and to settle or compromise any such claim;
however, Buyer shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and
Buyer agrees to cooperate with SELLER in doing so. In the event Buyer, for
whatever reason, assumes the responsibility for payment of costs and expenses for
any claim or action brought against Buyer for infringement arising under this
Agreement,Buyer shall have the sole right to conduct the defense of any such claim
or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however, SELLER shall fully participate and
cooperate with Buyer in defense of such claim or action. Buyer agrees to give
SELLER timely written notice of any such claim or action,with copies of all papers
Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's
assumption of payment of costs or expenses shall not eliminate SELLER's duty to
indemnify Buyer under this Agreement. If the software and/or documentation or
any part thereof is held to infringe and the use thereof is enjoined or restrained or,
if as a result of a settlement or compromise, such use is materially adversely
restricted,SELLER shall,at its own expense and as Buyer's sole remedy,either: (a)
procure for Buyer the right to continue to use the software and/or documentation;
or (b) modify the software and/or documentation to make it non-infringing,
provided that such modification does not materially adversely affect
Buyer's authorized use of the software and/or documentation; or (c) replace the
software and/or documentation with equally suitable, compatible, and functionally
equivalent non-infringing software and/or documentation at no additional charge to
Buyer;or(d)if none of the foregoing alternatives is reasonably available to SELLER
terminate this Agreement, and refund all amounts paid to SELLER by Buyer,
subsequent to which termination Buyer may seek any and all remedies available to
Buyer under law; and
19.4 The representations, warranties, and covenants of the parties contained in section
13 through 17 of this Agreement will survive the termination and/or expiration of
this Agreement.
20.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses,evaluations,reports,memoranda,letters,ideas,processes,
methods, programs, and manuals that were developed, prepared, conceived, made or suggested
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by the Seller for the Buyer pursuant to a Work Order, including all such developments as are
originated or conceived during the term of the Contract and that are completed or reduced to
writing thereafter (the "Work Product") and Seller acknowledges that such Work Product may
be considered `work(s) made for hire" and will be and remain the exclusive property of the
Buyer.To the extent that the Work Product,under applicable law,may not be considered work(s)
made for hire, Seller hereby agrees that this Agreement effectively transfers, grants, conveys,
and assigns exclusively to Buyer, all rights, title and ownership interests, including copyright,
which Seller may have in any Work Product or any tangible media embodying such Work
Product,without the necessity of any further consideration, and Buyer shall be entitled to obtain
and hold in its own name, all Intellectual Property rights in and to the Work Product. Seller for
itself and on behalf of its vendors hereby waives any property interest in such Work Product.
21.0 CA�'�TCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any part of the
undelivered portion of this order if Seller breaches any of the terms hereof, including warranties
of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies, which
Buyer may have in law or equity.
22.0 TEWNUNATION
20.1 Written Notice. The purchase of goods under this order may be terminated in whole or
in part by Buyer,with or without cause,at any time upon the delivery to Seller of a written
"Notice of Termination" specifying the extent to which the goods to be purchased under
the order is terminated and the date upon which such termination becomes effective. Such
right of termination is in addition to and not in lieu of any other termination rights of
Buyer as set forth herein.
20.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by Buyer in any fiscal period for any payments due hereunder, Buyer will notify Seller
of such occurrence and this Agreement shall terminate on the last day of the fiscal period
for which appropriations were received without penalty or expense to Buyer of any kind
whatsoever,except as to the portions of the payments herein agreed upon for which funds
have been appropriated.
20.3 Duties and Obligations of the Parties.Upon termination of this Agreement for any reason,
Seller shall only be compensated for items requested by the Buyer and delivered prior to
the effective date of termination, and Buyer shall not be liable for any other costs,
including any claims for lost profits or incidental damages, Seller shall provide Buyer
with copies of all completed or partially completed documents prepared under this
Agreement. In the event Seller has received access to Buyer Information or data as a
requirement to perform services hereunder, Seller shall return all Buyer provided data to
Buyer in a machine readable format or other format deemed acceptable to Buyer.
23.0 ASSIGNNMNT/DELEGATION
No interest, obligation or right of Seller, including the right to receive payment, under this
contract shall be assigned or delegated to another entity without the express written consent of
Buyer. Any attempted assignment or delegation of Seiler shall be wholly void and totally
ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving
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its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all documents,
as determined by Buyer, that are reasonable and necessary to verify Seller's legal status and
transfer of rights,interests,or obligations to another entity.The documents that may be requested
include, but are not limited to, Articles of Incorporation and related amendments, Certificate of
Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves the right to
withhold all payments to any entity other than Seller, if Seller is not in compliance with this
provision. If Seller fails to provide necessary information in accordance with this section,Buyer
shall not be liable for any penalties, fees or interest resulting therefrom.
24.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in part by
a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration in writing and is signed by the aggrieved party.
25.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both parties.
26.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement
between Buyer and Seller shall consist of these Standard Terms and Conditions together with
any attachments and exhibits. This Agreement is intended by the parties as a final expression of
their agreement and is intended also as a complete and exclusive statement of the terms of their
agreement.No course of prior dealings between the parties and no usage of trade shall be relevant
to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a
course of performance under this Agreement shall not be relevant to determine the meaning of
this Agreement even though the accepting or acquiescing party has knowledge of the
performance and opportunity for objection. Whenever a term defined by the Uniform
Commercial Code (UCC) is used in this Agreement, the definition contained in the UCC shall
control. In the event of a conflict between the contract documents,the order of precedence shall
be these Standard Terms and Conditions, and the Seller's Quote.
27.0 APPLICABLE LAW 1 VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term"Uniform
Commercial Code" or"UCC"is used.It shall be construed as meaning the Uniform Commercial
Code as adopted and amended in the State of Texas. Both parties agree that venue for any
litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas.This contract
shall be governed, construed and enforced under the laws of the State of Texas.
28.0 INDEPENDENT CONTRACTOR(S)
Seller shall operate hereunder as an independent contractor and not as an officer, agent, servant
or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control,
the details of its operations hereunder, and all persons performing same, and shall be solely
responsible for the acts and omissions of its officers, agents, employees, vendors and
subcontractors.The doctrine of respondent superior shall not apply as between Buyer and Seller,
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its officers, agents, employees,vendors and subcontractors.Nothing herein shall be construed as
creating a partnership or joint enterprise between Buyer and Seller, its officers, agents,
employees,vendors and subcontractors.
29.0 LIABILITY AND INDEMNIFICATION.
27.1 LIABILITY- SELLER SHALL BE LIABLE AND RESPONSIBLE FOR AINT AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO AA Y AND ALL PERSONS, OF ANY JU.tiD OR CHARACTER, WHETHER
REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE.NEGLIGENT ACTS) OR
OMISSION(S), MALFEASANCE OR INTEA'TIOVAL MISCONDUCT OF SELLER, ITS
OFFICERS,AGENTS,SERVANTS OR EMPLOYEES
27.2 GENERAL I.NDE-VAIFICATION- SELLER HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND BUYER, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AAD AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF AAT KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS
TO SELLER'S BUSEVESSAAD ANYRESLZTING LOST PROFITS)AND/OR PERSONAL
INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS,ARISING OUT OF OR IN
CO.NWEC77ON WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF SELLER,ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
27.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Seller agrees to defend, settle, or pay,
at its own cost and expense,any claim or action against Buyer for infringement of any patent,
copyright, trade mark,trade secret,or similar property right arising from Buyer's use of the
software and/or documentation in accordance with this Agreement, it being understood that
this agreement to defend,settle or pay shall not apply if Buyer modifies or misuses the software
and/or documentation.So long as Seller bears the cost and expense of payment for claims or
actions against Buyer pursuant to this section,Seller shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim;however,Buyer shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and
Buyer agrees to cooperate with Seller in doing so. In the event Buyer, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against Buyer for infringement arising under this Agreement,Buyer shall have the sole right
to conduct the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim;however,Seller shall fully participate
and cooperate with Buyer in defense of such claim or action.Buyer agrees to give Seller timely
written notice of any such claim or action,with copies of all papers Buyer may receive relating
thereto. Notwithstanding the foregoing, Buyer's assumption of payment of costs or expenses
shall not eliminate Seller's duty to indemnify Buyer under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Seller shall, at its own expense and as Buyer's sole remedy, either: (a) procure for
Buyer the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing,proAded that such modification does
not materially adversely affect Buyer's authorized use of the software and/or documentation;
or (c) replace the software and/or documentation with equally suitable, compatible, and
functionally equivalent non-infringing software and/or documentation at no additional charge
to Buyer;or(d)if none of the foregoing alternatives is reasonably available to Seller terminate
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this Agreement, and refund all amounts paid to Seller by Buyer, subsequent to which
termination Buyer may seek any and all remedies available to Buyer under law.
28 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this agreement,which agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein.
29 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for
payments due under this contract,then Buyer will immediately notify Seller of such occurrence
and this contract shall be terminated on the last day of the fiscal period for which funds have
been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the
portions of annual payments herein agreed upon for which funds shall have been appropriated
and budgeted or are otherwise available.
30 NOTICES TO PARTIES
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees,
servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3)received by the other party by United States Mail,registered,return receipt
requested, addressed as follows:
TO BUYER: TO SELLER:
City of Fort Worth Carey's Heating and Air Conditioning. Inc.
Attn: Jesus Chapa, Deputy City Attn: Brian Wright
Manager 8201 W. 183rd St. Suite B
200 Texas Street Tinley Park, IL 60487
Fort Worth, TX 76102-6314 Fax: 708-429-2150
Facsimile: (817)392-8654
With copy to Fort Worth City
Attorney's Office at same address
31 NON-DISCRIMINATION
Seller, for itself, its personal representatives, assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance of Seller's duties and obligations
hereunder,it shall not discriminate in the treatment or employment of any individual or group of
individuals on any basis prohibited by law.IF ANY CLAIM ARISES FROM AN ALLEGED
VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY SELLER, ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORS OR SUCCESSORS IN
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INTEREST,SELLER AGREES TO ASSUME SUCH LIABILITY AND TO LN-DEMNIFY
AND DEFEND BUYER AND HOLD BUYER HARMLESS FROM SUCH CLAIM.
32 IIVLYIIGRATION NATIONALITY ACT
Seller shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-
9). Upon request by Buyer,Seller shall provide Buyer with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Seller
shall adhere to all Federal and State laws as well as establish appropriate procedures and controls
so that no services will be performed by any Seller employee who is not legally eligible to
perform such services. SELLER SHALL INDEMNIFY BUYER AND HOLD BUYER
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIOriS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon written notice to Seller,
shall have the right to immediately terminate this Agreement for violations of this proN ision by
Seller.
33 HEALTH, SAFETY,AND ENVIRONMENTAL REQUIREMENTS
Sen ices, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In addition,
Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and
inspections necessary to provide the products or to perform the services hereunder. Seller shall
indemnify Buyer from any penalties or liabilities due to violations of this pro-vision. Buyer shall
have the right to immediately terminate this Agreement for violations of this provision by Seller.
34 RIGHT TO AUDIT
Seller agrees that Buyer shall, until the expiration of three (3) years atter final payment under
this contract, or the final conclusion of any audit commenced during the said three years, have
access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Seller involving
transactions relating to this Agreement at no additional cost to Buyer. Seller agrees that Buyer
shall have access during normal working hours to all necessary Seller facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. Buyer shall give Seller reasonable advance notice of intended audits.
The Buyer's right to audit,as described herein,shall survive the termination and/or expiration of
this Agreement.
35 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990(ADA), Seller
warrants that it and any and all of its subcontractors will not unlawfully discriminate on the basis
of disability in the provision of services to general public, nor in the availability, terms and/or
conditions of employment for applicants for employment with, or employees of Seller or any of
its subcontractors. Seller warrants it will fully comply with ADA's provisions and any other
applicable federal,state and local laws concerning disability and will defend,indemnify and hold
Buyer harmless against any claims or allegations asserted by third parties or subcontractors
Page 12 of 20
against Buyer arising out of Seller's and/or its subcontractor's alleged failure to comply with the
above-referenced laws concerning disability discrimination in the performance of this agreement.
36 DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty,
obligations, services rendered or any warranty that arises under this Agreement,the parties shall
first attempt to resolve the matter through this dispute resolution process. The disputing party
shall notify the other party in writing as soon as practicable after discovering the claim, dispute,
or breach. The notice shall state the nature of the dispute and list the party's specific reasons for
such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a
good faith effort, either through email, mail, phone conference, in person meetings, or other
reasonable means to resolve any claim,dispute,breach or other matter in question that may arise
out of,or in connection with this Agreement. If the parties fail to resolve the dispute within sixty
(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter
to non-binding mediation upon written consent of authorized representatives of both parties in
accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. If the parties submit the dispute to non-
binding mediation and cannot resolve the dispute through mediation,then either party shall have
the right to exercise any and all remedies available under law regarding the dispute.
37 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, the Buyer is prohibited from entering into a contract with a company for
goods or services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and(2)will not boycott Israel during the term of the contract. The terms
"boycott Israel" and "company" shall have the meanings ascribed to those terms in Section
808.001 of the Texas Government Code. By signing this contract,Seller certifies that Seller's
signature provides written verification to the Buyer that Seller: (1)does not boycott Israel;
and (2)will not boycott Israel during the term of the contract.
38 INSURANCE REQUIREMENTS
38.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Seller, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Page 13 of 20
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accidenVoccurrence
S 100,000 Bodily Injury by disease; each employee
$500,000 Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
51,000,000- Each Claim Limit
51,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to Buyer to evidence coverage.
38.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name Buyer as an additional insured thereon,as its interests may appear. The term
Buyer shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of Buyer.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to Buyer. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, Buyer of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed andlor approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent
financial strength and solvency to the satisfaction of Risk Management. If the
rating is below that required,written approval of Risk Management is required.
(e) Any failure on the part of Buyer to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
Page 14 of 20
{f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the Buyer prior to Vendor proceeding with any
work pursuant to this Agreement.
Page 15 of 20
Exhibit B—Seller's Quote
AR EY'S 82 ey Park;l 60�
sMALLARMV AANtrs vlr rnLArn0N Phone:7MS32-2449
Fax:708,42E-2159
Website:cateyscentral.com
August 12,2021
Fort Worth Public Safety Training Center--Indoor Small Arms Ranges
506 Felix Street
Fort Worth,Texas 76155
RE:Small Arms Range Maintenance
The range ventilation,filtration and controls systems are specialized systems requiring
the maintenance listed below to insure an environment below the OSHA required levels
of exposure and the safe operation of the systems.
The overall Maintenance matrix is below:
Tag
Number Maintenance Part Maintenance A uired
PAU-1-4 Pre•nhft Ch a e•`au _ery 200 hours - � _ X
Mid Filters GhaMe every 600 hours X
HEPA fillets ghaWe eve 2.400 hours X
Link s I 1 for tree and smooth ration X
Bearing,Fan Lubdrale it Wed Mtfizirc11' s X
9eadn ,Molar Lubricate per rnanulaotures instructions X
Fan Wheel C,azwol ins on Clean as r utrad X
Electrical conn000ns TI ten all connections Annually X
MAU-1-9 0A Filters Ch&N9 w@M 600 hours
-Beadng Fan Lubricate of fitted with Arc fittir !C X
Beatina Motor Lubricate per rnanufactures insfruwlons X
B-ft—. .__-- Ineowl and Ad' f tension as required-Replace Annuafly X
Fan wheel r3er:eraf inspWim Clean as r aired X..
FWatlng section Check Heating ration�octoberManua X
-Coolby Seclon Check GooUm Ooerailon-MarcWuns X.
Condenser Coil Bean on quanorty visits in March,June,September X
Electrical conrteciions TIgLftn all ownectionns Annually X
Controls Monitor Monthly_ Check range Ycperation in all four
Annual Commissionlrrg_ Do on site review of all control will s X
Check atr flow to insure meeting NIOSH suggested Air
Alr Flow TMnual R.-ccuinftskmAna Flow
Assumes Internet connection by Owner is set up and functional.
Carey's Heating&Air Conditioning,Inc.
8201 Vilest 183ro St.,Unit B,Tinley Park,IL 60487
Page 16 of 20
We have reviewed the design and installation of the range ventilation system and have
prepared an estimate to provide a full maintenance package.We used the following
assumptions to price the maintenance of the equipment
1. Firing rate for contaminate created was based on approximately 60%occupancy.
2. The owner—Fort Worth—will provide containers and be responsible for disposal
of all contaminated waste including filters and materials used during the changing
of filters such as plastic tarps.
S. Access will be provided to the ranges and building during regular working hours
for maintenance of the equipment
Pricing:
Equipment Maintenance: Provide complete maintenance of the equipment per the
previous matrix and manufactures suggested maintenance for the equipment.This work
to Include Coil Maintenance(Cleaning),Belts, lubrication,and equipment checks.
Total Price per year: $K660.00
Annual Commissioning: Read all air flows,check control system and reset anything
necessary to put the system back to original balance and performance Re-Tram new
range staff on operation of the range ventilation systems.
Total Price per year: $12,690.00
TOTAL PRICE PER YEAR: $107,250.00
TOTAL PRICE PER QUARTER: $26,812.50
Please let me know if there are any questions.
Respectfully,
Brian Wright
Carey's Heat!rig and Air Conditioning, Inc.
2
Page 17 of 20
Exhibit C- Sole Source Letter
A*=-- AR EY2 S 8201 w i8V$I;So1s B
Tinley Park,I L 60487
0--AR--NGBviNT0.AT10N Ph",708-532-2449
Fax:7084W-2150
website:careyscentral.com
March 8,2021
Fort Worth Public Safely Training Center-Indoor Small Arms Ranges
505 Felix Street
Fort Worth,Texas 76155
To Whom it may concern:
Carey's Small Arms Range Ventilation has been developing,designing and installing successful Indoor
Range projects for 25 years.We have specialized our designs in the control of contaminants created by
indoor ranges and are currently known as a National leader in the field.
There are three purposes for properly ventilating indoor small arms ranges:
1. Remove air-borne contaminates from human respiration created by the firing of a gun in an
enclosed range.These include lead,other heavy metals and carbon monoxide.Left
unaddressed,OSHA levels tot safe operation are quickly surpassed.
2. Maintain a negative range pressure to the surrounding areas of the building.This keeps
contaminates created In the range from entering adjoining areas.Heavy metals such as lead that
are allowed to enter Into non-range spaces can cause levels above OSHA allowable limits for
surface contaminations.These high levels are unsafe due to the chance of ingestion.
3. Remove smoke from the range for proper vision of the targets.
The design,installation and commissioning of the range ventilation system can be the difference between an
unsafe range and a range that meets the OSHA,EPA and NIOSH standards.The critical components are
custom fabricated in our facility and are the summation of the lessons learned in over 100 past projects.
Specifically,the radial air diffusers and plenums are custom built and have been tested to provide laminar air
flow at the firing line after proper commissioning."Laminar"flow Is a steady,even airflow required to safely
clear contaminates from the range.These special diffusers are not available from a standard diffuser
supplier.The control system and programming uses standard parts from Johnson Control,but the
programming of the equipment is critical.The programming is done by an experienoed programmer who has
worked on all of the ranges that our company has completed.It Is also critical to have the control system
Installed and tested to automatically shut down if unsafe conditions are detected.This will protect both the
occupants of the range and the adjoining offices.
The on site supervision is necessary to ensure guaranteed results In meeting these standards.It has been
our experience that If the project does not have the proper oversight,It can result In unsatisfactory results
and linger pointing.Unlike a standard ventilation project where the system is installed and the air test and
balancer sets the design air flow at each system outlet,a range ventilation system Is designed for proper air
How at the firing line that is ten to fifteen feet from the distribution point.It must be the designer's
responsibility,An installing contractor can only install the project as shown on the drawings and control the
air flow to the distribution device.
Bite to the potential of over exposure to carbon monoxide,lead and other heavy metals on the range as well
as the potential to contaminate adjoining areas with surface contaminates,the only way to guarantee
performance is to have the system installation and design managed by someone with the experience to see
potential problems with the installation.The site reviews also look of the building construction to idertlily
potential problems such as a breach in the range walls that could present problems for the and users.
Carey's Small Arms Mange Ventilation
$201 West 183 St.,Unit 8,Tinley Park,IL 60487
Page 18 of 20
Garay's Small Arms Range Ventilation haspomplated over 1,000 indoor range ventilation projects at facilities
that have met all of 1ha required standards,including projects for the US Navy,Air Force,US Marshals,
Police Departments and private ranges. In these pioleois we have similarly provided the oritioal oomponants
with aoompletedesign and build to ensure asucc:essfulinstallation Each rang&has met the commissioning
requirements of an average air flow of 75 feet per minute with no readings less than 50 feat per minute_Each
range has also maintained a negativa oondkron of.04"of sratio pressure in the rangy All of thb United Stales
Navy Ranges have been tested by an independent industrial hygienist who has measured and returned
results of less than detectable levels of lead in the respiratory zon 9. The Ranges have turther proven to all
have a negative pressureI hat contains oontaminsites.
Garay's Small Arms Range Ventilate on is th a sole designer and installer of the spaoialty rang a ventilation
system for the Fort Worth Polioa Department wer-apons range located at the new Public Safety Training
Campus The system has been designed,installed and calibrated by Carey's to ensure safe operation of
each range The proprietary programing and design make servioa by any other oontraotoi a risk to the safety
of the range environment for the Fort Worth Polio&Cffioers.
For the above reasons,we have learned through experienoe that we must be involved in the installation,
supervision and commissioning of the indoor ranges we design In addition,any repairs,servioe,
maintenance or replawement parts not provided by Carey's oannot be supported by Garey"s and the
speoialized.on e-of-a-kind oomponants we have developed are essential to a suooesstul and safe
installation.
Should you have additional questions or would Ike to speakwith any of our previous clients as references,
please let tool tree to let me know.
Respectfully,
f
Brian Wright
Carey's Small Arms Range Ventilation
2
Page 19 of 20
Exhibit D
Conflict of Interest Questionnaire
CONFLICT OF INTEREST OUE ONNAIRE FORM CIO
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Page 20 of 20
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FR
TWORTH
DATE: 8/10/2021 REFERENCE **M&C 21- LOG NAME: 35RANGE VENTILATION
NO.: 0558 SYSTEM
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize a Sole Source Agreement with Carey's Heating and Air Conditioning,
Inc. to Maintain, Monitor and Repair the Air Ventilation System for the Weapons Range for
the Fort Worth Police Department in the Annual Amount of$157,250.00
RECOMMENDATION:
It is recommended that the City Council authorize an agreement with Carey's Heating and Air
Conditioning, Inc. to maintain, monitor and repair the air ventilation system for the weapons range for
the Fort Worth Police Department in the annual amount of$157,250.00.
DISCUSSION:
This Mayor and Council Communication (M&C) is to authorized the sole source purchase agreement
with Carey's Heating &Air Conditioning to maintain, monitor and repair the air ventilation system for
the weapons range training facility for the Fort Worth Police Department. The ventilation system has
been designed, installed and calibrated by Carey's Heating &Air Conditioning, Inc. (Carey's) to ensure
safe operation of the range.
Carey's shall provide complete maintenance of the equipment per the manufacturer's suggested
maintenance schedule. This work will include coil maintenance (cleaning), belts, lubrication and
equipment checks. Carey's will also provide an annual maintenance to maintain the system to the
original balance and performance specifications. This will include checking all air flows, checking of
the control system and resetting components necessary to restore the system back to original balance
and performance. They will also train new range staff on operation of the range ventilation systems.
BID TABULATION:
Customer Extended
Vendor Quantity Unit Cost Cost
Carey's Heating and Air Equipment
Conditioning Maintenance $107.250.00 $107.250.00
Carey's Heating and Air Repairs $50,000.00 $50,000.00
Conditioning
Total $157,250.00
PRICE: Service Repairs are not to exceed price.
Business Equity-A waiver of the goal for Business Equity subcontracting requirements was requested,
and approved by the DVIN, in accordance with the applicable Ordinance, because the waiver request
is based on the sole source information provided.
RENEWAL OPTIONS: This Agreement may be renewed for up to four successive one-year terms at
the City's option. This action does not require specific City Council approval provided that the City
Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as previously
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=29106&councildate=8/10/2021 8/16/2021
M&C Review Page 2 of 2
appropriated, in the General Fund to support the approval of the above recommendation and
execution of the contract. Prior to any expenditure being incurred, the Police Department has the
responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (ChartField 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (ChartField 2)
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Neil Noakes (4212)
Additional Information Contact: Neil Noakes (4212)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=29106&councildate=8/10/2021 8/16/2021