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Contract 56377
CSC No. 56377 CONTRACTOR SERVICES AGREEMENT SUEZ TREATMENT SOLUTIONS,INC SOLE SOURCE This CONTRACTOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and Suez Treatment Solutions, Inc. ("Contractor"), an entity authorized to perform work in Texas, acting by and through its duly authorized representative.This Agreement shall be effective as of the Effective Date established herein. AGREEMENT DOCUMENTS: The additional documents comprising this Contractor Services Agreement shall include the following: 1. Attachment A—Standard Terms and Conditions Parts I and II; 2. Attachment B—The City's Sole Source Scope Request,if any; 3. Attachment C—Contractor's Response to City's Sole Source Request; 4. Attachment D—Insurance and/or Bonds; 5. Attachment E-Verification of Signature Authority Form; 6. Attachment F—Conflict Of Interest Disclosure Requirement; 7. Attachment G—Contractor's Contact Information. Attachments A - D, are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Attachments A- C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES Contractor hereby agrees to provide OEM Ozonia Generators Preventative Maintenance Service and Parts for the City of Fort Worth Water Department as per Attachments B and C which more specifically describe the services to be provided hereunder. 2. TER This Agreement is effective as of the date subscribed below by the City's designated Assistant City Manager ("Effective Date") and shall expire one year from that date ("Initial Term"). Upon the expiration of the-Initial Term, the Agreement shall renew automatically under the same terms and conditions for up to four(4) one-year renewal periods. City may elect or Contractor may request a non- renewal by providing the other party with notice of same at least 60 days before the expiration of the Initial Term or any renewal period. 3. COMPENSATION City shall pay Contractor in accordance with the provisions of this Agreement and Attachment B. The annual contract amount under this Agreement, per term, shall be the amount up to $240.000.00. For any term that is less than a full year, the Contract Amount shall be pro-rated based on the number of calendar months in the term and work performed. The Contract Amount shall not change in any subsequent renewal period, except as provided in Attachment C. Contractor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in OFFICIAL RECORD SOLE SOURCE—OEM Ozonia Generators Page 1 of26 CITY SECRETARY Contractor Services Agreement FT. WORTH, TX writing the addi ional costs for such services. City shall not be liable for any additional expenses of Contractor not sl ecified by this Agreement unless City first approves such expenses in writing. 4. Terming ion: The City reserves the right to terminate this agreement, or any part hereof, with or without cause, for its sole convenience. The City shall deliver to Contractor a written "Notice of Termination" specifying the extent to which performance of work or the goods to be purchased under the order is terminat A and the date upon which such termination becomes effective. In the e ent of such termination,the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. The Contractor shall be paid a percei tage of the agreement price reflecting the percentage of the work performed prior to the notice of termin -tion,plus reasonable charges the Contractor can demonstrate to the reasonable satisfaction of the City, inci rred as a result of the termination. In no event shall the total of all amounts paid to the Contractor and r this section exceed the price stated in the Agreement. The Contractor shall not be reimbursed for y profit which may have been anticipated,but which have not been earned up to the date of termination. Cancell tion: City shall have the sole right to cancel this contract prior to the commencement of work should the re be a change in the need for the product or services as determined by the Department Head or his/her Assis ant City Manager. Non-Appropriation-of Funds: In the event no funds or insufficient funds are appropriated and budgeted in an fiscal period for payments due under this contract, then City will immediately notify Contractor of s ch occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to City of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. S. DISC OSURE Qj COLTELICISNil CUUTDE:JjIAL NFQRXATIQN Disclo ure of Conflicts.Contractor hereby warrants to City that Contractor has made full disclosure in writing of ny existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to City in writing. Confidential Information. Contractor,for itself and its officers,agents and employees, agrees that it shall treat all information provided to it by City("City Information")as confidential and shall not disclose any such infonriation to a third party without the prior written approval of City. Unautliorized Access. Contractor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify City immediately if the security or integrity of any City Information has been compro 'sed or is believed to have been compromised,in which event,Contractor shall,in good faith, use all comet rcially reasonable efforts to cooperate with City in identifying what information has been accessed by Unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. SOLE SOURCE -OEM Ozonia Generators Page 2 of 26 Contractor Services Agreement 6. ENT CONTRACTOR It is expressly understood and agreed that Contractor shall operate as an independent Contractor as to all rights a d privileges and work performed under this Agreement,and not as an agent,representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor shall have the exclusive right to control the details of its operations and activities and shall be solely responsib e for the acts and omissions of its officers, agents, servants, employees, consultants and subcontractors. on tractor acknowledges that the doctrine of respondeat superior shall not apply as between City,its officers agents, servants and employees,and Contractor,its officers,agents, employees, servants, Contractors and Isubcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a paqnership or joint enterprise between City and Contractor. It is further understood that City shall in no way e considered a co-employer or a joint employer of Contractor or any officers, agents, servants, emplo ees or subcontractor of Contractor.Neither Contractor,nor any officers,agents,servants, employees or su contractor of Contractor shall be entitled to any employment benefits from City.Contractor shall be responsi le and liable for any and all payment and reporting of taxes on behalf of itself,and any of its officers,agen s,servants,employees or subcontractor. 7. Ljam -CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANYAND ALL THIRD-PARTYPROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ND ANYAALL PERSONS,OFANY%IND OR CHARACTER, WHETHER REAL ORASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND REGARDLESS OF WHETHER A CLAIM IS BASED IN CONTRACT (INCLUDING WARRANTY OR INDEMNITY), EXTRA-CONTRACTUAL LIABILITY, TORT(INCL UDING NEGLIGENCE OR STRICT L)ABILITY),STATUTE,EQUITYOR ANY OTHER LEGAL THEORY.• i (a) THE TOTAL LIABILITY OF THE CONTRACTOR AND OF ITS INSURER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PERFORMANCE OR BREACH O THIS AGREEMENT OR USE OF ANY EQUIPMENT OR SERVICES SHALL NOT E CEED THE TOTAL PRICE PAID BY CITY UNDER THIS AGREEMENT OR (IN THE CASE OF ANA GREEMENT FOR SERVICES WITHA TERM OF MORE THAN ONE YEAR)THE ANNUAL PRICE PAYABLE BY CITY UNDER THIS A GREEMENT, (b) NNO EVENT SHALL EITHER PAR TYBE LIABLE FOR ANY LOSS OF PROFIT OR VENUES, LOSS OF PRODUCTION, LOSS OF USE OF EQUIPMENT OR SERVICES OR ANY ASSOCIATED EQUIPMENT,INTERRUPTION OF BUSINESS, COST OF CAPITAL, COST OF REPLACEMENT WATER OR POWER,DOWNTIME COSTS,INCREASED OPERATING COSTS, CLAIMS OF CITY'S CUSTOMERS FOR SUCH DAMAGES, OR FOR ANY SPECIAL, CONSEQUENTLIL, INCIDENTAL, INDIRECT,PUNITIVE OR EXEMPLAR YDAMAGES; (c) CONTRACTOR'S LIABILITY SHALL END UPON EXPIRATION OF THE ALICABLE WARRANTY PERIOD,PROVIDED THAT CITY MAY CONTINUE TO E FORCE A CLAIM FOR WHICH IT HAS GIVEN NOTICE PRIOR TO THAT DATE BY COMMENCING AN ACTION OR ARBITRATION, AS APPLICABLE UNDER THrS A GREEMENT,BEFORE EXPIRATIONOF ANY STATUTE OF LIMITATIONS 0 OTHER LEGAL TIME LIMITATION B UT IN NO EVENT- TO .THE EXTENT SOLE SOURCE-OE Ozonia Generators Page 3 of 26 Contractor Services Ireement Pi FAMITTED BY APPLICABLE LAW-LATER THAN FIVE (5) MONTHS AFTER EXPIRATION OF SUCH WARRANTYPERIOD. YMCA - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, I IOLD HARMLESS AND DEFEND CH, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CH4RACTER, WHETHER REAL OR ASSERTED, FOR EITHER THIRD-PARTY PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INC UDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR I7V CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR MALFEASANCE OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8. Contractor shall not assign any of its duties, obligations or rights under this Agreement without the prior written consent of City.If City grants consent to an assignment,the assignee shall execute a written agreement with City and Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor and assignee shall be jointly liable for all obligations of C)ntractor under this Agreement prior to the effective date of the assignment. 9. Contractor shall provide City with certificate(s) of insurance documenting policies of the types and coverage limits and performance and/or payment bonds (if required) each to be in effect SOLE SOURCE- EM Ozonia Generators Page 4 of 26 Contractor Services Agreement prior to comme cement of any work pursuant to this Agreement as provided for in Attachments D or D-1 (if applicable). 10. Contrac or agrees that in the performance of its obligations hereunder, it shall comply with all applicable fede 1,state and local laws, ordinances,rules and regulations and that any work it produces in connection wit this Agreement will also comply with all applicable federal, state and local laws, ordinances,rule and regulations as set forth in Attachment A,Part 11,Section 14.If City notifies Contractor of any violation f such laws,ordinances,rules or regulations,Contractor shall immediately desist from and correct the viola 'on. The sco e, Agreement price, schedule, and other provisions will be equitably adjusted to reflect additional costs r obligations incurred by Contractor resulting from a change, after Contractor's proposal date, in City's ite-specific requirements or procedures, or in industry specifications, codes, standards, applicable laws r regulations. 11. ATION COVENANT Contract r,for itself,its personal representatives,assigns,subcontractors and successors in interest, as part of the co sideration herein, agrees that in the performance of Contractor's duties and obligations hereunder,it sha 1 not discriminate in the treatment or employment of any individual or group of individuals on any basis pro ibited by taw,including Chapter 17,Article III,Division 3 of the Fort Worth Code. IF ANY CL ARISES FROM AN ALLEGED VIOLATION OF THIS NON- DISCRIlVIINA ON COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, S CONTRACTORS OR SUCCESSORS IN INTEREST, CONTRACTOR AGREES TO ASSUME UCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARML, SS FROM SUCH CLAIM. 12. Notices quired pursuant to the provisions of this Agreement shall be conclusively determined to have been deliv red when (1) hand-delivered to the other party, its agents, employees, servants or representatives, delivered y electronic means w t electronic con irmation o the transmission, or received by the o her party by United States Mail,reg-stered,return receipt requested,addressed as follows: To CITY: To CONTRACTOR: City of Fort Wo Contractor business name Attu: Shatabya Bergland, Contract Compliance Suez Treatment Solutions,Inc. Specialist 1217 Corporate Drive 200 Texas Street Arlington,Texas 7606 Fort Worth,TX 7 102-6314 Phone: 201-676-2240 Email: Shatabya. ergland@fortworthtexas.gov Email: pedro.dacruz@suez.com Phone:817-392 40 Facsimile:(817) 92-8654 With copy to Fo Worth City Attorney's Office at same addrrlsb SOLE SOURCE—O Ozonia Generators Page 5 of 26 Contractor Services reement 13. SOLICITATION OF RhELOYELS Neither City nor Contractor shall,during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent Contractor,any I ierson who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer.Notwithstanding the foregoing,this provision shall not apply to an employee of either parry who independently responds to a general solicitation of advertisement of employment by either party. 14. It is and rstood and agreed that by execution of this Agreement,City does not waive or surrender any of its goverr mental powers or immunities. 15. NOW IM The failure of City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Contractor's respective right o insist upon appropriate performance or to assert any such right on any future occasion. 16. This A eement shall be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought pursuant to this Agreement,venue for such action shall lie n state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division, 17. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enffirceability of the remaining provisions shall not in any way be affected or impaired. 18. City and Contractor shall exercise their best efforts to meet their respective duties and obligations as 3et forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control,including,but not limited to, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority and/or any other similar causes. 19. This contract can be amended,modified,or extended only by a written agreement signed by both parties. SOLE SOURCE-OEM Ozonia Generators Page 6 of 26 Contractor Services Agreement 20. LbUIRF F AGREEMENT This A cement, including its attachments and exhibits, contains the entire understanding and agreement betw en City and Contractor,their respective assigns and successors-in-interest,as to the matters contained herein Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 21. WARRANTY Contractor warrants that its services will be of a professional quality and conform to generally prevailing industl y standards. Contractor warrants that it will perform all services under this contract in a safe,efficient and lawful manner using industry accepted practices,and in full compliance with all applicable state nd federal laws governing its activities and is under no restraint or order which would prohibit perform nce of services under this contract.This warranty,as to services,shall expire 30 days from the date of the particular site visit.Additional specific warranty provision are found in Attachment A,Part I, SectLIES, 3.All warranty provisions shall survive the expiration of this Agreement.THE FOREGOINRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WAI2RANTETHER WRITTEN,ORAL,IMPLIED,OR OTHERWISE),AND ALL OTHER W INCLUDING BUT NOT LBMED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED.If Contractor provides parts in connection with the service, Contractor warrants that the parts are free of defects in material and workmanship;this warranty shall expire ninety (90) days from the date City accepts such part and service. If service (and/or parts provided i connection therewith)does not meet the above-stated warranties,City shall promptly withi the applicable above-stated warranty period notify Contractor in writing. Contractor sha 1 as its sole responsibility under warranty (i) re-perform the non-conforming portion of the s rvice and (if applicable) repair or (at City's option) replace the nonconforming part,or(ii)pro 'de a refund or credit allocable to the nonconforming portion of the service/part. Contrac or also offers different warranties on specific models in its portfolio, not to be less than 18 months from shipment and 12 months after start up. Some models carry specific component warranties for longer durations-from 2yrs-I Oyrs.For purchases of equipment,warranty shall be defined in Contractor's quotation. City shal give written notice of a breach of any warranty within thirty (30) days from the date that the cause for same is discovered. 22. P RID UON ON CONTRACMG WITH COMPANIES THAT BOYCOTT ISRAEL Contractolr, unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas Governme t Code, if Contractor has 10 or more full time-employees and the contract value is $100,000 or more, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall ave the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signi g this contract, Contractor certifies that Contractor's signature provides written verification to the City that if Chapter 2271,Texas Government Code applies, Contractor: (1) does not boycott Israe ; and(2)will not boycott Israel during the term of the contract. SOLE SOURCE—OE Ozonia Generators Page 7 of 26 Contractor Services greement 23. Contract r certifies that on the day work is to commence under this contract,and during the duration of the contract,it shall have and maintain current valid and appropriate federal and state licenses and permits necessary for the provision of services under this contract.All permits, authorizations, and licenses which are required ape ate City's facility or equipment,to use the Equipment, or to manage and dispose of any wastes, discharges, and residues resulting from City's use of the Equipment, shall be obtained and maintained by C ty at City's sole expense.City is responsible for compliance with all laws and regulations applicable to the storage,use,handling,installation,maintenance,removal,registration,and labelling of all Equipment after delivery of the Equipment,as well as for the proper management and disposal of all wastes, discharges,and esidues. Contracl or also certifies that if it uses any subcontractor in the performance of this agreement, that such subcontractor shall have and maintain current valid and appropriate federal and state licenses and permits necessary for the provision of services under this contract. 24. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 25. The parties acknowledge that each party and its counsel have had an opportunity to review and revise this Agre meat and that the normal rules of construction to the effect that any ambiguities are to be resolved agains the drafting party shall not be employed in the interpretation of this Agreement or its attachments. 26. COUNTERPARTS This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 27. SIGN TURE AUTHORITY The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party,and that such binding authority has been granted by proper order,resolutio ,ordinance or other authorization of the entity.This Agreement and any amendment hereto, may be executE d by any authorized representative of Contractor whose name,title and signature is affixed on the Verificaion of Signature Authority Form,which is attached hereto as Attachment E. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hei eto. ACC RDINGLY, the parties hereto have duly executed this Agreement and established the Effective Date is being the date subscribed by the City's designated Assistant City Manager. CITY OF FOI ZT WORTH: CONTRACTOR: SOLE SOURCE-OEM Ozonia Generators Page 8 of 26 Contractor Services Agreement Suez Treatment Solt By: Da o f na Burghd (Sep 27,20 14:00 CDT By: j •7 Name: ana Burghdoff Name:Ddviri Bil'celallr ptn�'n'.a -- Title: ssistant City Manager Title: / b; �.c�U � Date: Date: APPROVAL COAEVIENDED: chnsfo Geer ,1r er By: Christopher Harder(Sep 23,202111:24 CDT) Name: `hris Harder Title: ater Department Director SOLE SOURCE-OEM Ozonia Generators Page 9 of 26 Contractor Services Agreement OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 4 apG FOR) a p��oso°°0000°00 0 ATTEST: P=o o�•+l� boo o=c By. �� °°°O00000°°°°°pad Name: Ronald Gonzales �a�nEXpSoa Title: A c t i n g City Secretary APPROVED AS TO FORM AND LEGALITY: CONTRACT COMPLIANCE MANAGER: 9890r, By signing I acknowledge that I am the person Mack(Sep 24,202110:18 CDT) Y� responsible for the monitoring and Name: Douglas W Black administration of this contract, including Title: Sr.Assistant City Attorney ensuring all performance and reporting CONTRACT AUTHORIZATION: requirements. M&C• 21-0469 s, ,-a Date:. 6/22/2021 By. 1295 #t-7(11 R-�p79� Name: Shatabya Bergland Title: Contract Compliance Specialist OFFICIAL RECORD CITY SECRETARY SOLE SOURCE—OEM Ozonia Generators Page 8 of 26 FT. WORTH, TX Contractor Services Agreement Prohibition on Boycotting Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2), the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more,which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021,87th Leg., R.S., S.B. 13, § 2).To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor:(1)does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Prohibition on Discrimination Against Firearm and Ammunition Industries Contractor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code(as added by Acts 2021,87th Leg., R.S.,S.B. 19,§1),the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2)will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms"discriminate,""firearm entity"and"firearm trade association"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association;and(2)will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. BY: CONSULTANT SUEZ Treatment Solutions Inc. Pedro DaCruz Director Date: - Z - ATTACHMENT A PART-I SPECIFIC TERMS AND CONDITIONS 1.0 The Co tractor shall notify the City's Purchasing Manager, in writing, of a company name, owners 'p, or address change for the purpose of maintaining updated City records. The president of the ompany or authorized official must sign the letter. A letter indicating changes in a compan name or ownership must be accompanied with supporting legal documentation such as an upda ed W-9, documents filed with the state indicating such change, copy of the board of director' resolution approving the action, or an executed merger or acquisition agreement. Failure t do so may adversely impact future invoice payments. 2.0 2.1 All invoices should be submitted directly to the contracting Department. It is the responsi ility of the Contractor to obtain the name and contact information of the Department's project anager to whom invoices shall be submitted. 2.2 properly prepared invoice shall be typewritten or computer printed and shall include the Con actor's name, phone number/email address, federal tax identification number, Sole Source n rnber or invoice number,address, date, service or item description,unit price, extended cost, an City issued purchase order number. Incomplete or inaccurate invoices may result in delayed ayments,as they shall be returned to the Contractor for correction and re-submittal. 2.3 nder no circumstances will the City be responsible for goods or services provided without Agreement signed by an authorized city representative. 3.0 3.1 he unit prices may be adjusted for increases or decreases in Contractor's cost during a renewal eriod but not before the effective date of a renewal and only upon written request from the Con ctor. 3.2 he Contractor must submit its price adjustment request, in writing, at least 60 days before a r newal effective period. The Contractor shall provide written proof of cost increases with price adj stment request. 3.3 the City does not accept the proposed rate increase,the City reserves the right to adjust the rate r quest, or reject the rate request in its entirety and allow the contract to expire at the end of the co tract term. 3.4 P 'ces adjusted with a renewal, shall remain firm for each correlative term of the Agreeme t. 3.5 pon expiration of the Agreement term, Contractor shall remain obligated to the City under all lauses of this Agreement that expressly or by their nature extends beyond and survives the expir 'on or termination of this Agreement. SOLE SOURCE—OE Ozonia Generators Page 9 of 26 Contractor Services greement 3.6 aoods and/or services shall not be suspended by the Contractor without a 30 day prior written notice to the City. SOLE SOURCE OEM Ozonia Generators Page 10 cf 26 Contractor Servi es Agreement 4.0 The qu tities listed on the Part I-A Bid Solicitation Form are estimates and do not indicate intent to purr e a certain amount or any amount. The City of Fort Worth is obligated to pay for only those rn terials and services actually ordered by an authorized City employee and then received as requi ed and accepted by the City. 5.0 Insuran requirements are found in the Agreement,Attachment D. A valid ertificate of insurance shall be provided with the signed Agreement. Failure to provide such ' rmation within five (5) calendar days thereof may be grounds for termination of the Agreem nt. Policies shall have no exclusions by endorsements which nullify the required lines of coverage, nor deer ase the limits of said coverage unless such endorsements are approved by the City. In the eve t a contract has been bid or executed and the exclusions are determined to be unaccep ble or the City desires additional insurance coverage, and the City desires the Contract r to obtain such coverage, the contract price shall be adjusted by the cost of the premiu for such additional coverage plus 10%. When P yment andlor Performance Bonds are required as per Texas Government Code Chapter 2253, et seq., as amended, the Contractor must provide the bonds in the amounts and on the conditio s required,within 14 calendar days after notification of award, or as otherwise required. A Paym nt Bond is required for a contract greater than $50,000 and a Performance Bond is required or a contract greater than$100,000. If said b nds are required,the forms will be attached to the Agreement as Attachment D-1. 5.0 Complai is processed through the City Purchasing Division are to be corrected within fourteen(14) days of rmal notice of complaint.Written response to the Purchasing Division is required.Failure to prope ly resolve complaints within the fourteen (14) calendar day time period may result in the cane lation of the applicable line item(s)in the price agreement. 7.0 Subcontra ting of the work under this Agreement will be allowed provided Contractor notifies the Project M ager at least 24 hours in advance.If Contractor intends to engage a subcontractor(s)to perform y of its obligations herein, subcontractor(s) shall agree to be bound by the duties and obligation of Contractor under the Contract as such duties and obligations may apply. Contractor shall, upo request, provide City with a fully executed copy of any agreement making such subcon 8.0 8.1 elivery shall be F.O.B. Destination and all other delivery charges shall be included in the unit ice. The person placing the order will provide delivery and billing information. No additions charges for expenses, freight, mileage, time, or similar items will be accepted or paid by the Ci . SOLE SOURCE—O Ozonia Generators Page 11 of 26 Contractor Services i greernent 8.2 There may be instances when the Contractor may be asked to accelerate delivery of an order or services due to extenuating or emergency circumstances. When this occurs,the Contractor will be expected to provide this service at no additional cost,however,the City shall be responsible for the a ditional expedited freight charges. 8.3 In the event the Contractor is unable to meet the original delivery date(s),the City must be contacted immediately, but prior to the due date, and seek an extension of delivery time. Failure to comply with the delivery terms may be grounds for canceling order(s) or services, or the entire Agreement. 8.4 Delivery tickets must include the City's Blanket Order Number and the ordering department's Release Number. 8.5 Delivered items that are determined to be defective or not meeting bid specifications shall be picked up and replaced by the Contractor, or the Contractor's designee,at no cost to the City. If the it m(s) are not picked up within one (1) week after notification, the item shall become a donatioi 1 to the City for disposition. 8.6 Material Safety Data Sheets(if applicable) 8.6.1 A Material Safety Data Sheet (MSDS) for each toxic or hazardous substance or mixture containing such substance, pursuant to Revised Statutes Annotated (RSA) Chapter 277-A (277-A), shall accompany each delivery. Delivery of toxic or hazardous substance or mixtures containing such substance without MSDS sheets shall not be accepted. Delivered containers shall be properly labeled pursuant to RSA 277-A. 8.6.2 Failure to submit the required MSDS sheets and/or label each container in accordance with RSA 277-A, shall place the Contractor in non-compliance and shall result in civil or criminal penalties. The Contractor furnishing substances or mixtures subject to RSA 277-A,is responsible for adhering to and being in compliance with this law. Failure to comply with RSA 277-A,shall result in the cancellation of an order. 9.0 9.1 The Contractor shall provide a warranty to include at a minimum, but not limited to the following: 9.1.1 Intentionally Deleted. 9.1.2 Contractor agrees to repair or replace promptly, on a one-for-one basis without additional cost to the City of Fort Worth,any and all defective work and products.The City defines "prompt" repair or replacement to be an on-site response within twenty-four(24) hours after notification by authorized City personnel and a repair and replace defective work as reasonably required under the circumstances. 9.1.3 This warranty shall continue for a period of 94 days from date of acceptance of products and work by the City. 9.1.4 The Contractor shall as its sole responsibility under warranty remedy at the Contractor's expense any non-conforming or defective products or work. 9.1.5 Intentionally Deleted. SOLE SOURCE-OEM Ozonia Generators Page 12 of 26 Contractor Services Agreement .1.6 Intentionally Deleted. .1.7 If the Contractor fails to remedy any failure, defect, or damage within a easonable time after receipt of notice,the City of Fort Worth shall have the right to replace, epair, or otherwise remedy the failure, defect, or damage at the Contractor's expense, hich shall be limited to reasonable,direct and out-of-pocket costs incurred by the City of art Worth. .1.8 This warranty shall not include failures attributable to operation or aintenance of the Equipment by City or third parties,repairs or alterations made by City ithout Contractor's written consent,fair wear and tear,accident, fire, or negligence on he part of City personnel. 9.2 i th respect to all warranties, from manufacturers, or suppliers for work performed and material rnished under this contract,the Contractor shall: A Obtain all warranties that would be obtained in normal commercial practice; .2.2 Enforce all warranties for the benefit of the City of Fort Worth. HESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTIiER AR:RANTIES,OR CONDITIONS,WRITTEN OR ORAL,EXPRESSED ORRAPLIED, CLUDING,WITHOUT LIMITATION,ALL WARRANTIES, OR CONDITIONS, OF RCHANTABILTTY OR FITNESS FOR A PARTICULAR PURPOSE, .ALL OF CH ARE DISCLAEMED. 10.0 10.1 e price to be paid by City shall be that contained in Contractor's proposals In the event C determines that the price is not competitive, City may request that the prices o the items be reduced to maintain competitiveness, or in the alternative upon Ci 's option, City shall have the right to cancel this contract for convenience and without any liab lity to Contractor for breach or for Contractor's actual expense. Such remedies are in addition o and not in lieu of any other remedies which Contractor may have in law or equity. 10.2 ontractor warrants that no person or selling agency has been employed or retained to solicit o secure this contract upon an agreement or understanding for commission, percentage, brokerag or contingent fee, excepting employees of an established commercial or selling agency that is m tained by Contractor for the purpose of securing business. For breach or violation of this w ty, City shall have the right, in addition to any other right or rights arising pursuant to said pur hase(s), to cancel this contract without liability and to deduct from the contract price such co mission percentage,brokerage or contingent fee, or otherwise to recover the full amount thereof. 11.0 T WARRANT Contract r shall not limit or exclude any express or implied warranties and any attempt to do so shall ren er this contract voidable at the option of Contractor. Contractor warrants that the goods furnishe will conform to City's specifications, drawings and descriptions listed in the proposal invitatio , and the sample(s) furnished by Contractor, if any. In the event of a conflict between ity's specifications,drawings,and descriptions,City's specifications shall govern. 12.0 SOLE SOURCE—O M Ozonia Generators Page 13 of 26 Contractor Services greement Contrac or warrants that the product sold or services provided to City shall confonn to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA)�of 1970, as amended. In the event the product or services do not conform to OSHA standards, City may return the product for correction or replacement at Contractor's expense or City }nay terminate the contract. In the event Contractor fails to make appropriate correction within a reasonable time, any correction made by City will be at Contractor's expense.Where no correction is or can be made, Contractor shall refund all monies received for such goods or servic s within thirty (30) days after request is made by City in writing andreceived by Contractor. Notice is considered to have been received upon hand delivery, or otherwise in accordaj ice with the Notice provisions of this contract.Failure to make such refund shall constitute breach and cause this contract to terminate immediately. 13.0 WA INTY AGAINST INFRINULMENT OF INULLECTUAL PROPERTY 13.1 If applicable to the services being provided,the CONTRACTOR warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: progra s, 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. 13.2 If applicable to the services being provided, CONTRACTOR shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. 13.3 If applicable to the services being provided, CONTRACTOR agrees to indemnify, defend settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade ark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as CONTRACTOR bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, CONTRACTOR shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; owever, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and ,City agrees to cooperate with CONTRACTOR in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have ti a 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, CONMACTOR shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give CONTRACTOR timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate CONTRACTOR's duty to indemnify the City under this Agreement. If the SOLE SOURCE- DEM Ozonia Generators Page 14 of 26 Contractor Servic s Agreement Deliver ble(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrain d or,if as a result of a settlement or compromise,such use is materially adversely restrict d, CONTRACTOR shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliver ble(s) to make them/it non-infringing, provided that such modification does not materia y adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliver ble(s)with equally suitable, compatible,and functionally equivalent non-infringing Delive ble(s) at no additional charge to City; or(d) if none of the foregoing alternatives is reasonably available to CONTRACTOR, terminate this Agreement, and refund all amount paid to CONTRACTOR by the City, subsequent to which termination City may seek a nd all remedies available to City under law. 14.0 The Contractor shall be responsible for creating and maintaining its own safety plan meeting all federal,State,county or city laws,ordinances and regulations. 15.0I-ITTS CONDITIONS The Cc tractor is required to notify the City immediately of Contractor's discovery of any hazardo s conditions during performance of the services. City may suspend contractor's work for such re onable time as is necessary to evaluate the possible hazardous conditions and to develop a plan f r managing same. Contractor and City may negotiate a change order, if necessary, for Contract r to continue its work if the original conditions have materially changed due to the discove of hazardous conditions. SOLE SOURCE-O M Ozonia Generators Page 15 of 26 Contractor Services greement PART-H GENERAL TERMS AND CONDITIONS 1.0 DEF nQ.ZJ OE CI The City of Fort Worth, its officers, agents, servants, authorized employees, contractors and subcontractors who act on behalf of various City departments,bodies or agencies. 2.0 The cor sultant, service provider(s), supplier, or other provider of goods and/or services, its officers, agents, servants, employees, contractors and subcontractors who act on behalf of the entity w ich is engaged in a contract with the City. 3.0 PUBLIC E\TQRMATI Any inf ormation submitted to the City of Fort Worth may be requested by a member of the public under the Texas Public Information Act. If the City receives a request for a Contractor's proprietary information, the Contractor listed in the request will be notified and given an opportu 'ty to make arguments to the Texas Attorney General's Office (the "AG") regarding reasons the Contractor believes that its information may not lawfully be released. If Contractor does not make arguments or the AG rejects the arguments Contractor makes, Contractor's information will be released without penalty to the City. 4.0 No officer or employee of City shall have a financial interest, direct or indirect, in any contract with C ty or be financially interested, directly or indirectly, in the sale to City of any land, materia Is, supplies or services, except on behalf of City as an officer or employee. Any willful violaticn 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 t knowledge,expressed or implied,of the person or corporation contracting with the City Counci shall render the contract invalid by the City Manager or the City Council. (Chapt r XXVII, Section 16,City of Fort Worth Charter) 6.0 5.1 No employees of the City or its officers, agents, servants, contractors or subcontractors who act on behalf of various City departments, bodies or agencies are authorized to place orders for goods andJor services without providing approved contract numbers, purchase order numbers, or release numbers issued by the City. The only exceptions are Pin chasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.02 (a)(1), (2), or (3). In the case of emergencies, the City's Purchasing Division will place such orders. 6.2 Acceptance of an order and delivery on the part of the Contractor without an approved contract number, purchase order number, or release number issued by the City may result in rejecti n of delivery,return of goods at the Contractor's cost and/or non-payment. 6.0 If applicable to the scope of work, Contractor will package goods in accordance with good comm rcial practice.Each shipping container,shall be clearly and permanently marked as follows: (a)Contractor's name and address:(b)Consignee's name,address and purchase order or purchase change order number;(c)Container number and total number of containers,e.g.,box 1 of 4 boxes; and( Number of the container bearing the packing slip. Contractor shall bear the SOLE SOURCE OEM Ozonia Generators Page 16 of 26 Contractor Servi es Agreement cost of ackaging unless otherwise provided. Goods shall be suitably packed to secure lowest transpo anon costs and to conform to requirements of common carriers and any applicable specific bons. City's count or weight shall be final and conclusive on shipments not accomp ied by packing lists. 7.0 Contrad or is not authorized to ship the goods under reservation, and no tender of a bill of lading will ape ate as a tender of goods. 8.0 TITLE AND RISK OF LOSS If applic able to the scope of work,the title and risk of loss of the goods shall not pass to City until Cily actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptance of the goods. 9.0 If appli able to the scope of work, the place of delivery shall be set forth in the "Ship to" block o the purchase order, purchase change order,or release order. 10.0 OFIMPECTIO If appli ble to the scope of work, City shall have the right to inspect the goods upon delivery before ecepting them. Contractor shall be responsible for all charges for the return to Contrac r of any goods rejected as being nonconforming;under the specifications. 11.0 If this purchase is for the license of software products and/or services, and unless otherwis agreed, Contractor hereby grants to City, a perpetual, irrevocable, non-exclusive, nontrans era le, royalty free license to use the software. This software is "proprietary" to Contract r, and is licensed and provided to the City for its sole use for purposes under this Agreem nt and any attached work orders or invoices. The City may not use or share this software without permission of the Contractor;however City may make copies of the software express l for backup purposes_ 12.Q SID?OF W011K PRODUCT If applicable to the scope of work,Contractor agrees that City shall be the sole and exclusive owner of all reports,work papers,procedures,guides, and documentation, created,published,displayed, and/or p oduced in conjunction with the services provided under this Agreement(collectively, "Work oduct"). however, Contractor shall be the sole and exclusive owner of all copyright, patent,tr demark,trade secret and other proprietary rights in and to the Work Product.Ownership of the ork Product shall inure to the benefit of City from the date of conception, creation or fixation f the Work Product in a tangible medium of expression (whichever occurs first). Contract r hereby grants to the City, a royalty free, perpetual, world-wide, non-exclusive, non- as e, non-sublicensable license to use the said intellectual property solely for the purpose f installing,operating and maintaining the goods and equipment. SOLE SOURCE-OEM Ozonia Generators Page 17 of 26 Contractor Services Agreement 13.0 NETWORK ACCESS The City owns and operates a computing environment and network(collectively the "Network"). If Contractor requires access,whether onsite or remote,to the City's network to provide services hereunder, and the Contractor is required to utilize the Internet, Intranet, email, City database, or other network application, Contractor shall separately execute the City's Network Access Agreement prior to providing such services. A copy of the City's standard Network Access Agreement can be provided upon request. 14.0 LAWS.REGULATIONS,AND ORDINANCES The Contractor shall be responsible for meeting all Federal:laws,ordinances and regulations;State: laws, o dinance and regulations; County: laws, ordinances and regulations; and City: laws, ordinances, and regulations for safety of people, environment, and property. This includes, but is not limi ed to, all Federal, State, County, and City Agencies, Administrations and Commissions such as the Environmental Protection Agency (EPA), Occupational Safety and Health Admini tration (OSHA), and the Texas Commission on Environmental Quality (TCEQ). In the event any law, regulation or ordinance becomes effective after the start of this Agreement, the Contractor is required to comply with new policy. Any mandates requiring the City to comply with new guidelines will also require the Contractor to comply. The scope, Agreement price, schedule,and other provisions will be equitably adjusted to reflect additional costs or obligations incurred by Contractor resulting from a change, after Contractor's proposal date, in City's site- specific requirements or procedures,or in industry specifications,codes,standards,applicable laws or regul itions. 15.0 Contractor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Contractor shall provide City with copies of all 1-9 forms and support ng eligibility documentation for each employee who performs work under this Agreerr ent. Contractor 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 Contractor employee who is not legally eligible to perform such services. CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 16.0 Services, products, materials, and supplies provided by the Contractor must meet or exceed all applica le health, safety, and the environmental laws,requirements, and standards. In addition, Contractor agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and ins 3ections necessary to provide the products or to perform the services hereunder.Contractor shall i demnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Con ractor. 1'7.0 RIGHTTOAUDIT Contractor agrees that the City, or City's authorized representative, shall, until the expiration SOLE SOA&S MA ME&&RAM payment under this contract, and at no additional cost to City, Page 18 of 26 Contractor Servic as Agreement have ac ess to and the right to examine and copy any directly pertinent books, computer disks, digital f les,documents,papers and records of the Contractor involving transactions relating to this contract Contractor agrees that the City shall have access, during normal working hours, SOLE SOURCE-O M Ozonia Generators Contractor Services 9reement Page 19 of 26 to all r ecessary Contractor facilities, and shall be provided adequate and appropriate workspa e, in order to conduct audits in compliance with the provisions of this section. City shall pay Contractor for reasonable costs of any copying in accordance with the standards set forth in he Texas Administrative Code. The City shall give Contractor reasonable advance written r otice of intended audits, but no less than ten (10)business days.The audit provisions shall not apply to fixed prices,or fixed unit rates or fixed percentage markup. 18.0 In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Contract r warrants that it and any and all of its subcontractors will not unlawfully discriminate on the N sis of disability in the provision of services to general public,nor in the availability,terms and/or conditions of employment for applicants for employment with,or employees of Contractor or any o its subcontractors. Contractor warrants it will fully comply with ADA's provisions and any othe applicable federal,state and local laws concerning disability and will defend,indemnify and hold City harmless against any claims or allegations asserted by third parties or subcontiactors against City arising out of Contractor's and/or its subcontractor's alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. 19.0 19.1 If either City or Contractor has a claim,dispute,or other matter in question for breach of duty, obligations,services rendered or any warranty that arises under this Agreement,the parties shall first provide a reasonable time to cure and then attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim,dispute,or breach.The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to cure, resolve any claim, dispute breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to cure or resolve the dispute within sixty(60)days of the date of receipt f the notice of the dispute,then the parties may submit the matter to non-binding mediation upon w ritten consent of authorized representatives of both parties in accordance with the Industry Arbitra ion Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. If the parties cannot resolve the dispute through mediation, then either party s all have the right to exercise any and all remedies available under law regarding the dispute 19.2 A written notice to cure may be prepared giving the Contractor 114 calendar days to cure any del iciency. 19.3 In the event the Contractor continues with unsatisfactory performance,the department will promp ly notify the appropriate Department Head who may take appropriate action to cure the perfo ante problem(s). 19.4 All costs to cure incurred by the City shall be paid by Contractor within 30 days of Contra to receipt of notice of same. 19.5 The Contractor will be paid only those sums due and owing under the agreement for services satisfactorily rendered, subject to offset for damages and other amounts which are, or which may become,due and owing to the City. SOLE SOURCE—I OEM Ozonia Generators Page 20 of 26 Contractor Services Agreement I A TAC CITY'S SOLE SOURCE SCOPE REQUEST (Inserted behind this page) If none,write N/A SOLE SOURCE—OE M Ozonia Generators Contractor Services greement Page 20 of 26 FORT WORD CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM Instructions:Fi 1 out the entire form with detailed information.Once you have completed this form, provide it to the Purchasing attorney for review.The attorney will review the information you have provided to determine whether an exemption to Chapter 252s biding requirements is defensible. If you are printing this form to provide to Legal,please do not provide the Primer portion. Failure to provide suf icient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General Information Requesting Department: Water Department Name of Conti act Manager: Shatarya Ber Igland Department'sAttorney: DougBlack lack Item or Service sought: Goods ❑ Servic : Anticipated Amount: $1,270,000.00 Vendor: Suez Treament Solutions,Inc. Current/Prior greement for item/service: Yes ® No ❑ CSC or Purchase Order#: 52892 Amount: S1.270,000.00 ($254,000 annually) Projec ed M&C Date: 9/13/2016 How will this item or service be used? Preventative maintenance and supply parts for the ozone aencrators located at all of the water treatment plants. Thee ui ment is used to produce ozone for the water treatment lant's primary disinfectant process. Page 1 of 6 ec n 2: laimed E em ti n and Justification ther than sole sourcel NOTE-For a laimed sole-source exemption,complete Section 3. Please indicate the non-sole-source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information ab ut common exemptions: n A p ocurement necessary to preserve or protect the public health or safety of the City of Fort orth's residents; �] A rocurement necessary because of unforeseen damage to public machinery, ecluipm nt,or other property; C1 A p curement for personal,professional,or planning services; n A ocurement for work that is performed and paid for by the day as the work progres es; A p chase of land or a right-of-way; n Pav g drainage, street widening, and other public improvements,or related matters,if at least ne-third of the cost is to be paid by or through special assessments levied on propert that will benefit from the improvements; Q A p blic improvement project, already in progress, authorized by the voters of the municip ity, for which there is a deficiency of funds for completing the project in accord ce with the plans and purposes authorized by the voters; n A pa ent under a contract by which a developer participates in the construction of a public" provement as provided by Subchapter C, Chapter 212; n Persc nal property sold: + at an auction by a state licensed auctioneer; + at a going out of business sale held in compliance with Subchapter F, Chapter 17,Business & Commerce Code; + by a political subdivision of this state, a state agency of this state, or an entity of the federal government;or • under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; Servi es performed by blind or severely disabled persons; D Goo purchased by a municipality for subsequent retail sale by the municipality; Elect 'city; or Page 2 of 6 ❑Adv rtising,other than legal notices. Please provide etails and facts to explain why you believe the exemption applies to the purchase. You nay also attach documentation to this form.N/A Section 3: Claimed Sole-Source Exertion and Justification NOTE-For y non-sole-source exemption,complete Section 2. Please indicate the sole-source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions *A procurement of items that are available from only one source,including: • items that are available from only one source because of patents,copyrights, secret processes,or natural monopolies; ® films,manuscripts,or books; • gas,water, and other utility services; • captive replacement parts or components for equipment; • books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and • management services provided by a nonprofit organization to a municipal museum,park,zoo,or other facility to which the organization has provided significant financial or other benefits; How did you determine that the item or service is only available from one source? Determination is based u on a previous Sole-Source Agreement with this vendor with the Ci1y of Fort Worth c mducting independent research and receiving justification that the generators are designed and manufactured by the Vendor. Attach scree shots and provide an explanation of any independent research you conducted, through interr et searches,searching cooperatives,or discussions with others knowledgeable on the subject mattei that corroborate that the item is available only from a single source. Previous A ement-CSCO 52892-, attaching internet search results Did you attac i a sole source justification letter? ® Yes ❑ No Page 3 of 6 Describe the iqueness of the item or service(e.g. compatibility or patent issues, etc.). Suez Treatment Solutions,Inc.,is the only vendor able to work on and supply parts for OEM Ozonia brand generato�s designed and manufactured by them. The items and service will keep the water unifications st sem operatingand providing clean water throughout the Q&of Fort Worth. Section 4: Attorney Determination With the facts rovided by the department,is the use of the claimed exemption defensible if the City were to be challenged on this purchase? �q Yes n No. Was there an ng attached to this form that was relied on in making this determination? 0 Yes II No. If yes71p) ase explain:Sole source letter from vendor;communications between department and other vendors;research as to availability of parts from other vendors. Was there an g not included on this form or attached hereto that was relied on in making this determination? II Yes No. If yes,please explain-N/A Will the stand terms terms and conditions apply? Yes n No. Will the contract require special terms? Yes No. Will the contrac require review by the department attorney? ® Yes n No. Approved By: .ter Date: 5.7.21 T for Pans/Je sika Williams Assistant City orney Page 4 of 6 EXEMPTION FORM PRIMER Below are explanations and examples of common exemptions that could apply to City purchases. If you have que stions about the information provided or need additional information,please contact your department's assigned attorney or the appropriate purchasing attorney. 1. A procurement necessary to preserve or protect the public health or safety of the municipality's residents; Exainp les of activities that have been found to fall within this exception include ambulance service ; solid waste collection and disposal; and first-responder safety equipment such as breathing apparatus for firefighters and bullet-proof vests for police officers. 2. A proc arement necessary because of unforeseen damage to public machinery, equipment, or other property; Examples of this type of procurement would include repairing or replacing roofs and windows damaged by hail or a tornado. But parts and services for routine maintenance or replacement of old,worn out roofs or windows would not meet this exception. 3. A procurement for personal,professional,or plamling services; Personal services are ones that are unique to the individual providing them. Therefore personal services contract cannot generally be subcontracted or assigned. Profes ional services are not defined under Chapter 252, so there is no precise definition to foil w.There is no universal definition of this term,however,"several cases suggest that it... is `predominately mental or intellectual, rattier than physical or manual."' Tex. Atty Gen Cp. IM-940 (1988) (quoting Maryland Casualty Co. v. Cray Water Co., 160 S.W. d 102 (Tex. Civ. App.-Eastland 1942,no writ). The Texas Attorney General has also opined that "professional services" no longer includes only the services of lawyers, physicians, or theologians, but also those members of disciplines requiring special knowledge or attainment and a high order of learning, skill,and intelligence. Id. Facts needed to support a professional service exemption include the specialized requir meats of that profession and the mental and intellectual skill required by the person while Derforming the service.Purchases of goods are not professional services. 4. A procurement of items that are available from only one source. This exemption is commonly referred to as the sole source exemption. In determining wheth r a purchase is of a good or service that is available from one source,you should not consic er price or time to receive the good or service.A sole source does not exist solely on the ba is of personal or departmental preference or a desire to keep all units the same brand or ma e. The information needed to support this exemption is that no other provider Page 5 of 6 can pr vide the service or category of good except for the vendor you are proposing. Some examp es of sole source purchases include service agreements when only one vendor is authori ed to work on the equipment by the manufacturer and allowing another vendor would oid the warranty; purchase of a good that is copyrighted or trademarked and only provid d by one vendor. Page 6 of 6 I^ION s u e 2 Water Technologies & Solutions May 5, 2021 Shatabya Ber and City of Fort Worth Fort Worth, TX RE: Sole Sour e Justification for Water Purification Systems Suez is the designer and manufacturer of the water purification systems in use at the City of Fort Worth. Suez service technicians, parts, and supplies should only be used with these systems in order to maintain the operational capabilities as designed and manufactured by Suez. If you have an questions please do not hesitate to contact me. Sincerely, Michael Ancy Senior Accoun Manager South Region Suez Water Technologies&Solutions Cell: 214.695.L506 ATT— C� NMC CONTRACTOR'S RESPONSE TO CITY'S SOLE SOURCE SCOPE REQUEST (Inserted behind this page) SOLE SOURCE—OEW Ozonia Generators Contractor Services Agreement Rage 21 of 26 O N m N a D N H m OC N N a w lA o o o o o o O o o o a o o a 0 0 0 0 0 0 0 0 0 o 0 0 0 M N N M LA �D O N cO N lD tD p a) O O O O O Ii O O O O O O O w O C O O 111 a 0 0 0 N O N 0 0 'u rn N V Dl 4 N N N m w h N N N 6 O rn o O H w m n m LA m to m 0 0 0 to m O 0 0 N 0 0 0 l-I N to N m N 00 N G1 H Ut T' -oQ N tD M m m O] m m m w w m to N w O +A t!1 I!f O) H O Y1 N p. 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X lJ H H _ m wi w Y Y o ° a n 0 h H z m a m z "' 1- z x x O m H H w Q x d LL pp O f] CJ ON H N N N i z m w a W ti z > D a i m O O ace w a x » n a=o0i m S = N m x vn x L.N h H dd vl n ¢ 4 N a ¢ LLi o a o ox ID x m N N a o o m r a z m O n n v D o d v=i l7 tJ " x Q w O H lA O O w x Q O o m w X X X J d to .� > X X LL ti O o 3 0 .-a r; o � Z F' v � t= oo w © O x N O O J <1 Q Q Q lD Q m h p O~1 X yl O y z O H N N Q f\Y] z O 3 H J Q a �,•� J .=f v n J J o rr U T J O In o 0 iri iv p m a H .-� m a O O O ui ui O m = j m 3 0 0 �- v� H m n H t- x a a 2 ,� x Q w 0 0 0 m ti h w w m r` o x Or 0� 0 0 0 o`Ai rn m J n `"; rci ri > a o o v�i Xco m vYi m v, r m O Z Z �v r_� W Sc O N N a = n U w QrQ" 00 r = rat- r :3 lA a d N „LL LL N V1 OJ Q Y 1 O O c� C7 Z Q Q •Z Q Q Q U V' D O lA a a a 1 0 0 U F-• Oo Q x a o a a a G z z o u w w > m m m 0 u LU w w m ro 2 = 2 u v-i N F- r 1- T w w ~ O w w w g d w vim, Ily.tj� U U l J ~U u u u U Z m to +A (7 W N T J LL LL W tL a twL LL Y N lLLi. LL O O a W Z Z Z J J J J J J J w x Y Y w LL t=i LL 2 f- T N a O d "- I_ h p F- F O O O w w w w w w w w D Q 4 a w > > > » LD g Z l- m LD LD p p > > a a a u u u a o 0 0 o n o o c� D z x 2 x z z u b > > > > > axi v axi a ? Nf oif If � t � o 0 o a '� ra m m m m m m m m m m m m m m m m m m m m m m m m r o o o a a D a as a a a D- 0- a CL a a a a a L a a a a a a D_ d a o > ? o o O O o 0 o O `o 0 0 0, o o `a o 0 o O - +- .,�, N N N v}ai N ry v w 2 d v N GJ o rm c m i6 L n io N rYe R tD iG m -. co , . Y 2 (0 o N o -o m " m 'c l•3z ,z w c c c c c c c c cv c c� c c c c c c c c v v vv v v v v v v v a-) v a-) a a v v v v v v v v v O c0 c� > From: Dacruz, Pedro To: Beraland.Shatabva Cc: Morales. Darla Subject: RE: City of Fort Worth-Request for Ozonia Pricing Date: Monday,September 20,2021 1:38:31 PM Attachments: imaae002.ona imaae005.ona scan.odf Suez Resoonse.odf CAUTION:This email originated from outside of the City of Fort Worth email system. Do not click any links or open attachments unless you recognize the sender and know the content is safe. Shata bya, The labor and travel costs in the attached response are sill valid and can be used. Attached is the signed form requested. Sincerely, Pedro DaCruz Director—North America ozonic®& aquaray®products VYQLCI I C%A 11 IVIV91C.J CK wiuuons Tel: 1-201-676-2240 Mob: 1-732-371-8004 evA') s,u e www.suezwatertechnoloaies.com SUEZ Treatment Solutions Inc. 600 Willow Tree Rd. Leonia, NJ 07605 From: Bergland, Shatabya <Shatabya.Bergland@fortworthtexas.gov> Sent: Friday, September 17, 20214:49 PM To: Dacruz, Pedro <pedro.dacruz@suez.com> Cc: Morales, Darla <Darla.Morales@fortworthtexas.gov> Subject: FW: City of Fort Worth - Request for Ozonia Pricing Importance: High Pedro, In addition to the attached form needing signatures can we also get the pricing of labor and travel— it seems to be missing from the price list that was sent over. I have attached the previous response from Suez—not sure if the pricing is still the same but we are needing the information for line items 5-9 on pages 3 and 4. Reminder: Pricing must remain the same for a set year until the renewal this includes labor and travel. Regards, Shatabya Bergland Contract Compliance Specialist Village Creek Water Reclamation Facility 4500 Wilma Lane Arlington, TX 76012 Tel: (817) 392-4940 Work Cell: 817-944-3282 Fax: (817) 392-4956 Shatabya.Berglanda4fortworthtexas.gov City of Fort Worth— Working together to build a strong community FoRTWORTH, From: Bergland, Shatabya Sent: Friday, September 17, 2021 1:36 PM To: Dacruz, Pedro <pedro.dacruzC@suez.com> Subject: RE: City of Fort Worth - Request for Ozonia Pricing Importance: High Pedro, We are missing one document. Please see the attached, sign and return at your earliest convenience. Regards, Shatabya Bergland Contract Compliance Specialist Village Creek Water Reclamation Facility 4500 Wilma Lane Arlington, TX 76012 Tel: (817) 392-4940 Work Cell: 817-944-3282 Fax: (817) 392-4956 Shatab� lg and�,fortworthtexas.gov City of Fort Worth— Working together to build a strong community Pagel of 2 BID SOLICITATION Printed:05/26/2016 f BUYER:Jane Rogers PHONE#: (817)392-8385 DELIVERY REQUIRED:6/16/2016 Vendor Name: Suez Treatment Solutions S City of Ft Worth j Address: 600 Willow Tree Road WATER PRODUCTION-HOLLY D 1500 11TH AVENUE ®, City,State Zip Code: Leonia,NJ 07605 FORT WORTH TX 76102 Item Class-Item Quantity Unit Unit Price Total 10.000 The City of Fort Worth is seeking bids from qualified bidders for an annual Agreement for OEM Ozonia and Mitsubishi Ozone Generators Quantities have been ammended as descripiton Preventative Maintenance and Parts.The Agreement will be for one(1), says annual visit. Additional trips can be provided one-year period with options to renew for up to four(4)additional one-yea periods. All items shall be bid per attached specifications. at stated rate If needed. 1.000 Operation Readiness,Performance Audit,and Maintenance Check- X EA $8,060 Annual Basis-Eagle Mountain WTP Ozonia Equipment(includes up to 2 days max on-site service technician labor)-also includes written site visit 1 report'and recommendations. Brand Name Suez Treatment Solutions(former Ozonia) 2.000 Operation Readiness,Performance Audit,and Maintenance Check- EA $8,060 Annual Basis-Rolling Hills Wl-P Ozonia Equipment(includes up to 2 days max on-site service technician labor)-also includes written site visit report 1 and recommendations. Brand Name Suez Treatment Solutions(former Ozonia) 3.000 Operation Readiness,Performance Audit,and Maintenance Check- EA $8,060 Annual Basis-Holly WTP Ozonia Equipment(includes up to 2 days max on-site service technician labor)-also includes written site visit report and 1 recommendations. Brand Name Suez Treatment Solutions(former Ozonia) 4.000 Operation Readies erformance Audit,and Maint Check- 1 EA No Bid No Bid Annual Basis-Westside Mitsubishi E nt(includes up to 2 days max on-site service technics -also includes written site visit report and recommendatio Brand Na 5.000 On-Site Technical Assistance,Service Repairs,and/or Training,Regular 100 HR $173.75 $17,375 Hours,M-F,8:00 am to 5:00 pm,Hourly Rate 6.000 On-Site Technical Assistance,Service Repairs,and/or Training,Overtime 50 HR $260.625 $13,031.25 Hours,M-F,5:01 pm to 7:59 am,Hourly Rate 3 � f3 Page 2 of 2 BID SOLICITATION Printed:05/26/2016 - _�aBIDOP� _G DAT A BUYER:Jane Rogers PHONE#: (817)392-8385 DELIVERY REQUIRED:6/16/2016 Vendor Name: Suez Treatment Solutions S City of Ft Worth E Address: 600 Willow Tree Road WATER PRODUCTION-HOLLY O p 1500 11TH AVENUE O City,State Zip Code: Leonia,NJ 07605 FORT WORTH TX 76102 O Item Class-Item Quantity Unit Unit Price Total 7.000 Travel and per diem-state percentage markup on travel expenses(if any) 3500 EA $3,850 and per diem rate. This applies to unscheduled site visits as well as scheduled annual checks. This price is not included in the annual site visits. Travel-Cost Plus ten(10) %Markup The quantity listed is the estimated annual cost. The total to be listed on this line item for example;$3500+15%($525)=$4,025.00. 8.000 Miscellaneous Repair Parts @ Manufacturer List Price Less 65000 EA $58,500 ten(10) %Discount. Quantity listed is estimated annual cost. The total to be listed on this line item for example;$65,000-15%discount ($9,750)=$55,250. 9.000 Miscellaneous Repair Parts@ Manufacturer Cost Plus 25 % 3500 EA $4,375 Markup(for items not listed on manufacturer price list). Quantity listed is estimated annual cost. The total to be listed for this line item for example; $3,500+15%($525)_$4,025. TOTAL: $121,311.25 WE AGREE TO FURNISH ANY OR ALL OF THE ITEMS QUOTED AT THE PRICES SHOWN.QUOTE MUST BE HELD FIRM FOR PERIOD OF 90 DAYS. TERM OF PAYMENT: Net 30 from service COMPANY: Suez Treatment Solutions `j77'- DELIVERY: SIGNATURE: TELEPHONE NUMBER: 201-676-2525 NAME AND TITLE: Bob Molter,Mgr of Customer Care&Field Service ATTACHMENT D INSURANCE AND ATTACHMENT D-1(if necessary) BONDING (Behind this page are the City's standard insurance requirements and payment and performance bond forms,if necessary) Bonds are not necessary ATTACHMENT E VERIFICATION OF SIGNATURE AUTHORITY FORM Suez Treatment Solutions,Inc. 1217 Corporate Drive West Richland Hills, exas 76118 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Contractor and to execute any agreement, amendment or change order on behalf of Contractor. Such binding authority has been granted by proper order, resolution,ordinince or other authorization of Contractor.City is fully entitled to rely on the warranty and representation s t forth in this Form in entering into any agreement or amendment with Contractor. Contractor will submit an updated form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Contractor. 1. Name: J?C:fbi2a Position: Signature, 2. Name: Position: iD ature 3. Dame: osition: Signature Name: Signature of President!CEO Other Title: Date: ,. �. suet DELEGATION OF SIGNATURE AUTHORITY BY OFFICER BY THIS DELEGATION OF SIGNATURE AUTHORITY 1,as Senior Vice President, Legal, Ethics&Risk, and Secretary of SUEZ Treatment Solutions Inc.(the Corporation),authorized to execute for and on behalf of the Corporation any proposals, bids,contracts and other documents of a contractual or legal nature related to sale or purchase of products and services in the ordinary conduct of business by the Corporation,hereby re-delegate the authority,with an effective date of January 1, 2021,to: Mark BOYD Montreal, Quebec Pedro DA CRUZ Leonia, NJ Linwood DAWLEY Pasadena, TX Reneau DUFOUR Levis Quebec Larry HANSEN Salt Lake City, UT Larry HANSEN Arvada, CO Steve MURPHY Ancaster, Ontario Adriano VIEIRA Ashland, VA Mark WERNLI Arlington, TX the authorit, act as the"Responsible Official"for the specific purposes of(1)executing various Environmental Health and Safety(EHS)documents including,but not limited to,permit applications annual repo s,registrations and other EHS certifications(collectively"EHS Documents");and(2) taking actio s related to EHS in order to implement the Corporation's EHS policies and to comply with all app icable EHS laws for manufacturing facilities to the following Plant Manager; Such re-del gation includes but is not limited to the delegated authority to sign all contractual instruments certificates,documents,acknowledgments,consents,and other agreements as may be necessary or convenient to carry out the intent and purpose of the foregoing authority. EXCEPT THAT THIS DELEGATION DOES NOT INCLUDE THE AUTHORITY TO: 1. Modify corporate insurance policies 2. Transfer intellectual property to a customer 3. Enter into joint ventures or partnerships 4. Provide advance payments to customers 5. Pro ide commissions to agents other than approved distributors 6. Provide deferred revenue 7. Buyback inventory 8. Engage in a Tiering arrangement Nothing in t is Delegation of Signature Authority alters any applicable Corporation review and approval rec uirements for the above-listed documents,including but not limited the SUEZ Water Technologies&Solutions Global Operating Policy. The Delegation of Signature Authority conferred hereby shall NOT be further delegable, This Delega on of Signature Authority is valid until 31 December 2021. suet IN WITNESS,WHEREOF,I,as Senior Vice President of SUEZ Treatment Solutions Inc.,have caused my signature to be hereunto placed the day and year first above written. Name: Deborah Lloyd Title: Senior Vice President-Legal,Ethics&Risk,and Secretary nnoowle^d d kk egal Dept: Acknowledged by leg Date: —Feb—a—Eek—gary 1 2Q21 Date: ATTACHMENT F CONFLICT OF INTEREST DISCLOSURE REQUIREMENT Pursuant to Cha ter 176 of the Local Government Code,any person or agent of a person who contracts or seeks to contrac for the sale or purchase of property, goods, or services with a local governmental entity (i.e.The City of Fort Worth)must disclose in the Questionnaire Form CIQ("Questionnaire")the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. By taw, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the ate the person begins contract discussions or negotiations with the City, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential Agreement with the City. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Q aestionnaire Form CIQ is enclosed with the submittal documents.The form is also available at hitR://www.e hics.state.tx.us/fon-ns/CIQ.pdf. If you have an questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under apter 176 is a Class C misdemeanor. NOTE. If you are not aware of a Conflict of Interest in any business relationship that you might have with the City, state Contractor name in the # 1, use N/A in each of the areas on the form. However,a signature is required in the#4 box in all cases. (form follows) FORM 1295 Under the Texas Government Code, Ch. 2252.908, a contractor doing business with the City of Fort Worth with an initial contract value which requires city council approval will, unless otherwise exempted,be required to submit a Form 1295.See Part H,See.9.4. CONFLIC'T OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnalM reflects changes made to the law by H-R, 23,84th Lag, Regular Session. OFRCEUSE ONLY This questionne ire is Bing filed in accordance with Chapter 176,Local Government Code, Cato P'M0vgd byavenclorwhc has a business relationship as defined by Section 176.001(1-a)with a local governmental e itity and the vendor meets mquImments under Section 176.006(a). Bylaw this que fonnaire must be filed with the records admi nistralor ofth@ local governmental entity not later d ian the 7th business day after the date the vendor becomes aware of facts thatrequirethe tatementtobefiled. See Section 176.006(a-1),Local Government Code. A vendor comnflts an offense if the vendor knowingly violates Section 176.006, Local Government Code.An offense underthis section is a misdemeanor. 1j Name of ve orwho as a business relationship with local governmental entity. Checkt is/Ox Ify—ou—are filing an update o a previously filed quastionnalra.— 2 -�'-Ckl Ch" (The la th requires that you file an updated completed questionnaire with the appropriate filing authority not h later the 7th business day after the date on which Y-11 J� u ame aware that the originally filed questionnaire was incomp to or inaccurate.) 3j Name of local government officer about whom the In rmation In this section is being disclosed. �N�afn eo,f officer This Seaton item 9 including subparts A, R, C, & D) must be completed for each officer with whom the vendor has an employment c r other business relationship as defined by Section 178.001(1-a),Local Government Code. Attach additional pages to this 7orm CIQ as necessary. A. Is the loca government officer named in this section receiving or likely to receive taxable income,other than investment income,from :he vendor? E-1 Yes F--] No B. Is the vend 3r receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government a"cer named in this section AND the taxable income is not received from the local governmental entity? El Yes No C. Is the file i of this questionnaire employed by a corporation or other business entity with respect to which the local government of icer serves as an officer or director,or holds an ownership interest of one percent or more? = Yes = No 1 f lerr D. Describe each employment or business and family relationship with the local government officer named in this section. �y.Signati.rMec rendarcing business Mth the governmental anfty e Contractor Services %g Page 25 of 26 reement AdupteC&712015 ATTACHMENT G CONTRACTOR'S CONTACT INFORMATION Bidder's Name d 'TrLeATmewr 9aL-.,j7oA,:s z,,rc- Bidder's Local Address: 62,) Leo rd�ff o-7 Phone: 2z 1 - 0 A �' Fax: Email: . -pt-jr-Q . -Cru,+-K) I Name of person assigned specifically for this Agreement: Name/Title— Proa-p P-L,C--f M,0, I - Phone: 2-6 1-1-7 -22 V.; Fax: Email: Pej�L- C&Lv 4= Name of perso as for renewal information and/or billing questions: Name/Title C-A,-NL Phone: Fax: Email: Name/Title Phone: Fax: Email: IAI IL4 Signat&e Printed Name Date SOLE SOURCE—OEM Ozonia Generators Page 26 of 26 Contractor Servic es Agreement City of Fort Worth, Texas Mayor and Council Communication DATE: 06/22/21 M&C FILE NUMBER: M&C 21-0469 LOG NAME: 60OZONE GENERATORS PREVENTATIVE MAINTENANCE SUBJECT (ALL)Authorize a Sole Source Agreement with Suez Treatment Solutions, Inc., for Preventative Maintenance Service and Parts for Original Equipment Manufacturer Ozonia Brand Ozone Generators for the Water Department in an Annual Amount Up to$240,000.00 and Authorize Four Annual Renewal Options RECOMMENDATION: It is recommended that the City Council authorize a sole source agreement with Suez Treatment Solutions, Inc., for preventative maintenance service and parts for original equipment manufactuer Ozonia brand ozone generators for the Water Department in an annual amount up to $240,000.00 and authorize four annual renewal options. DISCUSSION: The Water Department(Department)will use this agreement to purchase, as needed, original equipment manufacturer(OEM)Ozonia brand ozone generator repair parts, preventative maintenance(PM), maintenance service, performance audits and training for water treatment plants at various locations throughout the City. Non-OEM parts are not compatible with the generators in place. Suez Treatment Solutions, Inc., is the documented sole source provider for OEM Ozonia brand ozone generators proprietary replacement parts. No guarantee was made that a specific amount of goods and services would be purchased. Suez Treatment Solutions, Inc., is the sole source manufacturer of the OEM Ozonia brand ozone generators that are currently in operation at the water and wastewater treatment plants. BID ADVERTISEMENT-This procurement is exempt from the competitive bidding requirements as provided for under Section 252.022(7)(A)of the Texas Local Government Code because Suez Treatment Solutions, Inc., is the sole provider OEM Ozonia brand ozone generators. ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. BUSINESS EQUITY-A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by the OBD, in accordance with the BIDE Ordinance, because the M/WBE Waiver is based on the sole source information provided to the M/WBE Office by the managing department's project manager. AGREEMENT TERM-Upon City Council approval, the initial term shall begin upon execution of the agreement and shall end one year from that date. RENEWAL OPTIONS-Each agreement may be renewed for up to four additional 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 upon approval of the recommendations, funds are available in the current operating budget, as appropriated, of the Water and Sewer Fund to support the approval of the above recommendation and execution of the purchase agreement. Prior to an expenditure being made,the Water Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office W. Dana Burghdoff 8018 Originating Business Unit Head: Chris Harder 5020 Additional Information Contact: Shatabya Bergland 4940 Expedited