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HomeMy WebLinkAboutContract 56749 CSC No.56749 VENDOR SERVICES AGREEMENT Ace Pipe Cleaning,Inc. This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation and Ace Pipe Cleaning, Inc. ("Vendor"), a Missouri corporation authorized to do business in Texas, each acting by and through its duly authorized representative. City and Vendor may be individually referred to as a"party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: This Agreement and supporting documents shall include the following: 1. Exhibit A—Scope of Services; 2. Exhibit B—Price Schedule; 3. Exhibit C—Verification of Signature Authority Form and; 4. Exhibit D—Insurance Requirements. Exhibits A, B, C and D, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes.In the event of any conflict between the terms and conditions of Exhibits A,B or 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. Vendor shall perform small diameter sewer cleaning services on behalf of the Water Department. Exhibit"A," Scope of Services more specifically describes the services to be provided hereunder. 2. TERM. This Agreement shall begin on the Effective Date, as established herein, and shall expire one year after completion of the Services,unless terminated earlier in accordance with this Agreement. 3. COMPENSATION. City shall pay Vendor, in accordance with the fee schedule, for services under this Agreement in accordance with the provisions of this Agreement and Exhibit`B,"—Price Schedule. Total payment made under this Agreement shall be in the amount up to One-Hundred Thousand Dollars ($100,000.00). Vendor shall 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 shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. TERNIINATION. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were Vendor Services Agreement(Rev.9.07.21) OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason,Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement.In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information.Vendor,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 information to a third party without the prior written approval of City. 5.3 Unauthorized Access.Vendor 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.Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event,Vendor shall,in good faith,use all commercially 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. 6. RIGHT TO AUDIT. Vendor agrees that City shall, until the expiration of three(3)years after 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 Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between Vendor Services Agreement(Rev.9.07.21) Page 2 of 13 City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, Vendors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a co-employer or a j oint employer of Vendor or any officers,agents,servants,employees or subcontractor of Vendor. Neither Vendor,nor any officers,agents,servants,employees or subcontractor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractor. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREB Y CO VENANTS AND A GREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SER VANTS AND EMPLOYEES,FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RES UL TING L OST PR OFITS)AND/OR PERSONAL INJURY,INCLUDINGDEATH, TOANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City'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 City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section,Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor 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 City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City 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, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation;or(b)modify the software and/or documentation Vendor Services Agreement(Rev.9.07.21) Page 3 of 13 to make it non-infringing, provided that such modification does not materially adversely affect City'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 City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Vendor shall not assign or subcontract any of its primary 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 Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract for primary duties, such subcontractor shall execute a written agreement with Vendor referencing this Agreement under which subcontractor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Insurance requirements are found on Exhibit D. 11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations,Vendor shall immediately desist from and correct the violation. 12. NON-DISCRINIINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor'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-DISCRIIVHNATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. NOTICES. 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 Vendor Services Agreement(Rev.9.0721) Page 4 of 13 representatives, (2)delivered by electronic means with confirmation of the transmission, or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth Ace Pipe Cleaning, Inc. Attn: Dana Burghdoff,Assistant City Manager Theresa Calvert,Vice President 200 Texas Street 6601 Universal Ave Fort Worth,TX 76102-6314 Kansas City,MO 64120 Facsimile: (817)392-8654 Ph:(816)241-2891 Email: Dana.Burghdoff@fortworthtexas.gov Fax:(816)241-5054 With copy to Fort Worth City Attorney's Office at Email:theresa@acepipe.com same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Vendor 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 person 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 party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Vendor 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 Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. This Agreement 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 in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. Vendor Services Agreement(Rev.9.07.21) Page 5 of 13 City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond 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. 20. HEADINGS NOT CONTROLLING. 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. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement including its. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative of each parry. 23. ENTIRETY OF AGREEMENT. This Agreement, including its Exhibits, contains the entire understanding and agreement between City and Vendor,their 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. 24. 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. 25. WARRANTY OF SERVICES. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards.City must give written notice of any breach of this warranty within thirty(30)days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or (b)refund the fees paid by City to Vendor for the nonconforming services. 26. INBUGRATION NATIONALITY ACT. Vendor 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 City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be Vendor Services Agreement(Rev.9.07.21) Page 6 of 13 performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively, "Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product shall be considered a"work-made-for-hire"within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof,and in and to the copyright,patent,trademark,trade secret,and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 28. SIGNATURE 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,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name,title and signature is affixed on the Verification of Signature Authority Form,which is attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP. Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Vendor unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas Government Code, if Vendor 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 have Vendor Services Agreement(Rev.9.07.21) Page 7 of 13 the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written verification to the City that if Chapter 2271,Texas Government Code applies,Vendor: (1)does not boycott Israel; and (2)will not boycott Israel during the term of the contract. 31. PROHIBITION ON BOYCOTTING ENERGY COMPANIES. Vendor 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, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2)will not boycott energy companies during the term of this Agreement. 32. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES. Vendor 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, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (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. IN WITNESS WHEREOF,the parties hereto have executed this Agreement to be effective as of the date subscribed by the City's Assistant City Manager(`Effective Date"). (signature page and exhibits follow) Vendor Services Agreement(Rev.9.07.21) Page 8 of 13 ACCEPTED AND AGREED: CITY OF FORT WORTH: VENDOR: i7a,v"g, 3�GG Dana Burghdoff(Nov 29,20 12:51 CST Ace Pipe Cleaning, Inc. By: Name: Dana Burghdoff 6601 Universal Ave. Title: Assistant City Manager Kansas City, Mo 64120 Date: By: Name: Theresa Calvert APPROVAL RECOMMENDED: Title:Vice President Christopher ffarder Date: 11/17/2021 By: Christopher Harder(Nov 19,202112:00 CST) Name: Chris Harder Title: Water Director ATTEST: �;pF°F�Rr° -n` P. 40, 0 I ��.�oo �o 0 t�° (J ° g 2 �° 0 �� By. �P Name: Ronald P. Gonzales �a °°°°°°°°° d Title: Acting City Secretary 4411 EXpSoap APPROVED AS TO FORM AND LEGALITY: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person J responsible for the monitoring and administration of By: Mack(Nov29,202112:257 this contract,including ensuring all performance and reporting requirements. Name: Douglas W Black Title: Sr. Assistant City Attorney CONTRACT AUTHORIZATION: By: Re94t M&C: Name: Regina Jones DATE: Title: Contract Compliance Specialist 1295: OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Vendor Services Agreement(Rev.9.07.21) Page 9 of 13 EXHIBIT A SCOPE OF SERVICES Vendor Services Agreement—Exhibit A(Rev.9.07.21) Page 10 of 13 EXHIBIT A SCOPE OF SERVICES 1.0 PURPOSE The purpose of this Request for Proposal is to secure a contract for small diameter sewer cleaning services for the Water Department. Respondents are requested to complete the Cost Summary Schedule with the unit pricing per linear foot based on standard by diameter. The City intends to award to a sole proposer that can provide services as required within this RFP 2.0 SEWER CLEANING SHALL MEET THE FOLLOWING REQUIREMENTS 2.1 The Contractor has the entire responsibility to prevent sewer overflows and building backups during cleaning operations.Any overflow that does occur shall be reported to the City of Fort Worth, Field Operations division immediately. In addition, the Contractor shall contact the City of Fort Worth Emergency Hotline(817-392-4477) and proceed with clean up according to the instructions of the City and the Department of Environmental Compliance. Contractor shall clean and restore the overflow site, and will compensate property owners for all damages. If a backup occurs after hours and the Customer Service Call Center receives a call, Field Operations will dispatch a crew to mediate the sewer blockage. If the property owner files a claim for clean-up resulting from the backup, the Contractor will be responsible for this expense. 2.2 It is the Contractor's responsibility to capture, remove, and properly dispose of all materials dislodged or generated during the cleaning operations. During sewer cleaning operations, all sludge, dirt, sand, rocks, grease, and any other solid or semi-solid material shall be captured and removed from the downstream manhole of the section being cleaned. Passing material into the downstream sewers is specifically prohibited. 2.3 Although it is not expected that a sewer will be left 100% clean, cleaning should result in a substantial improvement of hydraulic conditions where further cleaning would not measurably improve the capacity of the sewer. The Contractor will report to the City of Fort Worth the extent of cleaning performed and the quantity and type of debris removed from each reach of sewer inspected. The sewer cleaning report will be submitted each week. 2.4 The Contractor shall use appropriate step clean methods, which may result in light or regular cleaning based on the sewer size, age, material, and condition. The Contractor shall take necessary steps to prevent damage to the sewer in the cleaning process. 2.5 The City of Fort Worth shall determine whether the Contractor shall remove certain obstructions to complete cleaning of the line. Heavily scaled pipe, including all iron pipes, shall be technically cleaned followed by hydro flushing, similar to the cleaning of other pipes. 2.6 Decanted waste water shall be routed or downstream of site back into the manhole or downstream of site. Solids disposal will be at Cold Springs Processing (1300 Cold Springs Rd, Fort Worth, Texas 76102) under the Water Department, Field Operations Division account at no charge to the vendor. Manifest must be sent to project manager weekly. RFP 21-0125 Small Diameter Sewer Cleaning Services Page 10 of 23 3.0 ACCEPTANCE OF CLEANING 3.1 Acceptance of sewer line cleaning shall be based on inspection at manholes. The City will do random spot checks using closed circuit television (CCTV) equipment.A line will be considered clean if the depth of debris remaining after cleaning is less than or equal to the following: Pipe Size Maximum Debris % Remaining Less than 12 inches Negligible <5 13 inches through 24 1.5 inches >5 inches 4.0 MANHOLE CLEANING SHALL MEET THE FOLLOWING REQUIREMENTS 4.1 Cleaning of debris from manholes shall be considered incidental to sewer main cleaning. All debris shall be removed from the manhole walls and floor. 4.2 Debris shall be removed either manually or by a vacuum cleaning unit. Debris cleaned from sanitary sewer mains shall be hauled by the Contractor to the disposal site indicated by the City of Fort Worth. For the purposes of this Contract, the Contractor shall be deemed to have removed debris when such debris has been loaded in the vehicle or other equipment used by the Contractor to transport debris from the City's property. When the Contractor has removed any debris, the debris shall become the sole property of the Contractor until it is deposited at the sites identified. Junction chambers shall be cleaned to the same standard as manholes. 5.0 ORDER OF CLEANING 5.1 In general, the pattern of cleaning within a collection system maintenance area shall be to clean from the furthest upstream manhole, proceeding downstream to the trunk lines. Cleaning of trunk lines should only be performed after all upstream sewers have been cleaned. City approval is required for any exception to this procedure in advance. 5.2 Liquid shall be decanted back into the manhole at the site or downstream of siphons. Solids disposal will be at Cold Springs Processing (1300 Cold Springs Rd, Fort Worth, Texas 76102) under the Water Department, Field Operations Division account at no charge to the vendor. Manifest must be sent to project manager weekly. 6.0 EQUIPMENT SHALL MEET THE FOLLOWING REQUIREMENTS 6.1 High-velocity jet cleaning equipment: Cleaning shall be performed using high pressure sanitary sewer cleaning units designed to deliver 50-65 gallons per minute of clean water at a pump pressure of between 1800 and 2500 pounds per square inch (psi), through a nozzle assembly designed for such application with orifices drilled at angles ranging from 10 to 60 degrees from the pressure hose axis, as appropriate for application and pipe size. The nozzle assembly shall include a nozzle extension to center nozzle in pipe and prevent nozzle from entering lateral lines. Equipment shall also include a high-velocity gun for washing and scouring manhole walls and floor. The gun shall be capable of producing flows from a fine spray to a solid stream. The equipment shall carry its own water tank, auxiliary engines, pumps, and hydraulically driven hose reel. 6.2 For cleaning large diameter sewer, the Contractor may use a combination hydraulic high volume water and solids separation system. Water volume of up to 250-gpm at or above 2,000-psi will move solids to the downstream manhole in high flow conditions. The separation system will dewater solids to 95% (passing a paint filter test) and transfer them to a dump truck, if needed, for transport to a water reclamation facility, approved RFP 21-0125 Small Diameter Sewer Cleaning Services Page 11 of 23 landfill, or other location specified by the County or designee. Wash water shall be filtered to a point where it can be used in the pump for continuous cleaning. No bypassing of sewer flows will be necessary. The unit shall be capable of 24-hour operation and the unit shall not leave the manhole until a section is fully cleaned. 7.0 MOVE IN AND ASSOCIATED DEPLOYMENT COST 7.1 The"Move in fee" or"Mobilization fee"shall be defined as the cost incurred by the contractor to perform any preparatory operations necessary for work to begin. It shall include all activities and associated costs for transportation of the contractor's personnel, equipment, and operating supplies to the site. 8.0 DEPLOYMENT AND RESPONSE TIME OF STANDARD SERVICE CALLS 8.1 The Contractor shall respond to a service call and deploy to the designated location within a three(3) hours of receiving a work order.A work order may contain one or more deployment locations. One (1) "Move-In"fee shall be paid to the contractor per work order issued, regardless of the number of deployment locations included. 9.0 DEPLOYMENT AND RESPONSE TIME OF EMERGENCY SERVICE CALLS 9.1 The City shall determine when an emergency situation exists. When emergency work is required, the Contractor shall mobilize to the designated location within twenty-four(24) hours after being given notification from the City. The Contractor shall make all necessary arrangements for setting barricades, notifying citizens, etc. After the emergency work has been completed, there will be no additional"Move-In"charges paid to remobilize back to the previous project location. 10.0 CONTRACTOR SHALL MEET THE FOLLOWING REQUIREMENTS 10.1 The Contractor shall follow standard contractor meter procedures with the Water Department to obtain and use hydrants. Only City of Fort Worth hydrants may be accessed.A deposit will be required, but the vendor will not have a water usage bill.A log of use must be kept and reported to the contract manager. 10.3 GIS files will be supplied by the City to the contractor to allow the contractor to create their own maps. 10.4 All cost of permits for vehicles and transportation will be the responsibility of the Contractor. 10.5 The Contractor shall track daily job progress using a daily work log. This daily log will track all quantities of work performed to include but not limited to the following: 10.5.1. Date/Time 10.5.2 Weather 10.5.3 Job Progress 10.5.4 Labor 10.5.5 Materials 10.5.6 Change Order Progress 10.6 Daily work logs will be used to justify quantity of work performed on a specific work order package. 10.7 The Contractor shall perform services on an as-needed basis Monday- Friday from 8am to 5pm. RFP 21-0125 Small Diameter Sewer Cleaning Services Page 12 of 23 10.8 The Contractor shall provide emergency services on an as-needed basis Monday-Friday from Sam to 5pm as well as weekends and holidays. 10.9 The Contractor shall have two (2) personnel per truck to perform services. 10.10 Supervision -The Contractor shall, during all periods of contract performance, provide competent supervision of his employees to assure complete and satisfactory fulfillment of the work and the terms of this Contract. The Contractor or a capable, fully authorized representative must be immediately available during all work activities to receive any and all special instructions from the Purchasing Manager or designee. 10.11 The Contractor will be required to provide competent personnel capable and qualified to complete the work required. If at any point the qualification of the personnel working on the project comes into question, proper documentation of that person's abilities or skill sets may be required, or the contractor will remove them from the project and replace them with another individual that is qualified to complete the task. RFP 21-0125 Small Diameter Sewer Cleaning Services Page 13 of 23 EXHIBIT B PRICE SCHEDULE Vendor Services Agreement—Exhibit B(Rev.9.07.21) Page 11 of 13 COST SUMMARY SCHEDULE EXHIBIT B Contractor shall provide a pricing sheet in a separate attachment detailing their services and associated fees. Contractor may include any additional services and fees. However, pricing for this RFP will only be evaluated for the cost of items listed below. Description of Service Unit of Quantity Unit Price Total Measure Sewer Line Cleaning <= Per LF 12,500 $ .63 $ 7,875.00 10" Diameter Sewer Line Cleaning Per LF 10,000 $ .73 $ 7,300.00 >10"to 16" Diameter Sewer Line Cleaning Per LF 7,500 $ 1.25 $ 9,375.00 >16"to 21" Diameter Sewer Line Cleaning Per LF 5,000 $ 1.50 $ 7,500.00 >21"to 24" Diameter Move In Fee EA 3 $ 750.00 $ 2,250.00 Emergency Move In Fee EA 3 $ 2,000.00 $ 6,000.00 (8am-5pm Weekdays, Weekends and Holidays) Total $40,300.00 Ace Pipe Cleaning, Inc. 6601 Universal Ave. Kansas City, MO 64120 816-241-2891 RFP 21-0125 Small Diameter Sewer Cleaning Services Page 14 of 23 EDIT C VERIFICATION OF SIGNATURE AUTHORITY Ace Pipe Cleaning Inc. 6601 Universal Ave, Kansas City, MO 64120 Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor.City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor 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 Vendor. SEE ATTACHED SIGNATORY AUTHORITY 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of President/CEO Other Title: Date: Vendor Services Agreement—Exhibit C(Rev.9.07.21) Page 12 of 13 ACTION BY ALL OF THE DIRECTORS OF ACE PIPE CLEANING BY WRITTEN CONSENT IN LIEU OF AN ANNUAL MEETING The undersigned, being all the members of the Board of Directors of Ace Pipe Cleaning Inc., a Missouri corporation (the "Corporation"�. hereby waive all notice, and hereby vote for, consent to, ratify, and adopt the following actions as if the same had been duly voted for, consented to, ratified, and adopted at a duly called and convened annual meeting of the board of directors of the Corporation: RESOLVED, that the following persons are hereby elected to the offices of the Corporation set forth opposite such person's name, to serve until such person's successors are elected and qualified,in accordance with the By-Laws of the Corporation: Steve Hontz President Don Uberroth Vice President Theresa Calvert Vice President Lisa Douglas Vice President Bruce Vantine Secretary / Treasurer FURTHER RESOLVED, this consent may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. This consent may be executed by facsimile, telecopy, pdf, or other reproduction, and such execution shall be considered valid, binding and effective for all purposes. FURTHER RESOLVED, that any and all acts previously taken by the officers of the Corporation since the date of the last annual meeting (or written consent in lieu thereof) of the Board of Directors, are in all respects expressly ratified and confirmed as the acts and Beds )f the Corpora on. Dated: January 10,2019 Steve Hontz, Being the Sole Director of the Corporation EXREBIT D INSURANCE Vendor Services Agreement—Exhibit D(Rev.9.07.21) Page 13 of 13 EXHIBIT D CITY OF FORT WORTH STANDARD INSURANCE REQUIREMENTS (1) INSURANCE LIMITS a. Commercial General Liability — Insured shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance as follows: $1,000,000 each occurrence $2,000,000 aggregate If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this Project or location. i. City shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to City. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless City specifically approves such exclusions in writing. ii. Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with Agreement. b. Business Auto — Insured shall maintain business auto liability and, if necessary, commercial umbrella liability insurance as follows: $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Such insurance shall cover liability arising out of "any auto", including owned, hired, and non-owned autos, when said vehicle is used in the course of the Project. If Insured owns no vehicles, coverage for hired or non-owned is acceptable. Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by Insured pursuant to this Agreement or under any applicable auto physical damage coverage. c. Workers' Compensation— Insured shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability CFW Standard Insurance Requirements Page 1 of 3 Rev. 10.03.18 insurance as follows: Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease -each employee Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by Engineer pursuant to this Agreement. d. Professional Liability (Errors & Omissions) — If appropriate, Insured shall maintain professional liability insurance as follows: $1,000,000 - Each Claim Limit $2,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability 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 three (3) years following completion of services provided. The policy shall contain a retroactive date prior or equal to the Effective Date of the Agreement or the first date of services to be performed, whichever is earlier.An annual certificate of insurance shall be submitted to City to evidence coverage. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that Insured has obtained all required insurance shall be attached to Agreement concurrent with its execution. Any failure to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. b. Applicable policies shall be endorsed to name City as an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term City shall include its employees, officers, officials, and agents as respects the contracted services. Applicable policies shall each be endorsed with a waiver of subrogation in favor of City with respect to the Project. c. Certificate(s) of insurance shall document that insurance coverage limits specified in this Agreement are provided under applicable policies documented thereon. Insured's insurance policy(s) shall be endorsed to provide that said insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. Insured's liability shall not be limited to the CFW Standard Insurance Requirements Page 2 of 3 Rev. 10.03.18 specified amounts of insurance required herein. d. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. City must approve in writing any alternative coverage for it to be accepted. e. A minimum of thirty (30) days' notice of cancellation or material change in coverage shall be provided to City. A ten (10) days' notice shall be acceptable in the event of non-payment of premium. f. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A:VII or equivalent measure of financial strength and solvency. g. Any deductible or self-insured retention in excess of $25,000 that would change or alter the requirements herein is subject to approval in writing by City, if coverage is not provided on a first-dollar basis. City, at its sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to City. h. In the course of the Agreement, Insured shall report, in a timely manner, to City's Contract Compliance Manager any known loss or occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. i. City shall be entitled, upon its request and without incurring expense, to review Insured's insurance policies including endorsements thereto and, at City's discretion, Insured may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims- made basis,shall contain a retroactive date coincident with or prior to the date of this Agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the Project until final payment and termination of any coverage required to be maintained after final payments. I. City shall not be responsible for the direct payment of any insurance premiums required by Agreement. m. Subcontractors of Insured shall be required by Insured to maintain the same or reasonably equivalent insurance coverage as required for Insured. Upon City's request, Insured shall provide City with documentation thereof. CFW Standard Insurance Requirements Page 3 of 3 Rev. 10.03.18