HomeMy WebLinkAboutContract 57058Dana Burghdoff (Jan 28, 2022 17:27 CST)Dana BurghdoffCSC No. 57058
Christopher Harder (Jan 28, 2022 08:26 CST)Christopher HarderJannette S. Goodall (Jan 31, 2022 07:47 CST)Jannette S. Goodall
Exhibit A
C�TY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The City af Foi�t Worth, its officez•s, agents, sez•vants, authorized employees, �endars and
subconiractors who ac� an behalf a� various City departn�ents, bodies ar agencies.
2,0 llEFINITION OI+' SELLER
The Vendor(s), consultant, suppliet•, its officers, agents, servants, employees, ven.dars and
subcontractors, or othez �rovider of gac�ds and/or se�•vices who aci on behalf of the entity
under a cant�•act with the City of For�t Wot�th.
3.0 T�RM
This Ag�'eement shali begin on the date signed by tlie Assistant City Mana�er below Ma�•ch 8, 2022
at�d shall expit•e on March 7, 2023 ("Expiratian Date"), unless terminated eat•iie�• i�s acco�'dat�ce
witl� tliis Agree�ne��t {"Initial Term"). Buyer s9�ai1 have the optio��, in its sala discretion, �o renew
this Ag�'eement under the same te�•�ns aifd conditions, for up to fo��a• (4} one-year ret�ewal options,
at Buyei's sole disc��etion.
4.0 PUBLIC INFORMAT�ON
Buyez• is a government entity under the Iaws of the State of Texas a�d all documents held
or maintained by Buyer are subject ta disclasure under the Texas �ublic Tnformatian Act.
In the event th�re is a request fo�• info�mation Fnarked Coniidentiai or Proprietai•y, Buyer
shall pron�ptly notify Selier. It will be the responsibility of Selie�• ta subinit reasans
objecting to disclasu�•e. A determination on whether suci� z•easons are suf�'icient wi11 not be
decided by Buye��, but hy the Office of the Attorney Gene�•al of the State o� Texas or by a
court of compe�ent jurisdiction. The Pairties agree that nothing contained witllin this
Agreement is considered p�'oprietary oz t�'ade secret infor�nation and tl�is agree�nent i��ay
be released in the e�ent that it is requested.
5.0 PROHIBITION AGAINST PERSONAL �NTEREST IN CONTRACTS
No offieer oi• employee of Buye�• �hall have a fnancial interest, direct or indixect, in any
eontract witli Buyer or be financially interested, di�•ectly or indirectly, in the sale to Buyer
of any land, mate��ials, supplies ar services, except on behalf of Buyer as an of%cer or
ernployee. Any willful �iolation of this section shall constitute nlalfeasance in of�'ice, and
any officer oi• e�nployee found guilty thereof shall thereby forfeit his office or positioi�
Any violation o� this sectian with the knowied�e, �xpressed or i�nplied, of the pe�'soi� or
corpo��ation contracting with the City Council shall render the contract invalid by tlie City
Manage�• ar the City Council. (Chapter XXVII, Section 16, City oiFo��t Warth Cl�artez•).
b.0 ORDERS
6. i No employees of the Buye�• or its officers, a�ents, servants, ver�dors or subvendors
wha act on behalf of various City departnlents, bodies o�• agencies are authoaized
�o place orders �or gaods andlo� services without p�'oviding approved eontract
nun�be�•s, purchase ozder nu�nbers, o�• rel�ase numbers issued by the Buyer. The
only exceptions are Puz•chasing Card a�•ders and eme�•gencies pursuaiat ta Texas
Lacal Go�ernment Code Sectian 252.022(a)(1), (2), or (3}. In the case of
ernergencies, tl�e Buyer's Purchasing Divisian will place suc�Z arders.
6.2 Acceptanc� of an oz•der and delive�•y on the part of the Seller without an appro�ed
contract number, purchase order nuinbe�•, or ��eiease number issu�d by the Buyer
may result in rejection of deliv�ry, return o� goods at the Seller's cost ancilo�• non-
payment.
'1.0 �ELLER T� PACKAGE GOODS
Seller will package gaods in accordance with good comm�rcial practice. Each shipping
container shall be clearly azid permanently marked as followa: (a) Se�ler's nartie and
address: (b) Consign�e's name, address and purchase ordez or purchase ck�ange order
number; {c) Cantaine�• number and total number of can�aine�•s, e.g., bax 1 of 4 boxes; and
{d) Number of the container bearing the packing slip. Selle�• shall bear the cast of packaging
unless othe�•wise p�'ovided. Gnods shall be suitably packed to secure lowest transpa�-�ation
costs and to confo��i to �'equirements of common carrie�•s and any applicable specifications.
Buyei's cnunt or weight shall be �inal and co�clusiv� on shipments not aeco���panied by
packing lists.
$A SHIPMENT UNDER RESERVATION PR4Hil3ITED
Seller is not authorized to ship the goods under �eservation, and r�o iender of a bill a�lading
will operate as a tende�• of goods.
9.0 TITL� AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer act��aily reeeives
and takes possessian of t�e goods at t�ie point or points of delive�y after inspection and
acceptance af the goods.
]�.0 llELIVERY TERMS AND TRANSPORTATION CHARG�S
�reig��t terms shall be F.O.B. Destination, r�•eight Prepaid and Allowed.
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11.0 PLACE OF D�LIV�RY
The place of delivery shall be set fo�•tI� in the "Ship to" block of the purchase o�•der,
purchase change ord�r, a�• release o�•der.
12.0 RiGHT OF INSPECTION
Buyer shall have the rigl�t to inspect the goods upon deliveiy before acceptii�g then�. Seller
shall be responsible for ail chaxges for the �•eturn to Seller of any goods rejected as being
nonconfor�ing under tl�e specif�icaiio��s.
13.0 INVOICES
13.1 Seiler shall submit separate invoices in duplicate, an each purcliase order o�•
pui•chase change order after each delivery. Invoices shall indica�e the purchase
o�•der a�• pu�•chase change orde�• number. Invoices shall be itemized and
transportation cha�•ges, if a��y, shall be listed sepa�'ately.l� copy af the bill af lading
and the freight waybill, when appiicable, should be attached to the invoice. Seller
shall mail n�' delivei• invoices to Buye�''s Department ar�d address as s�t forth in the
block of the purchase o�•der, purchase change o�•der oz �•el�ase order en#itled "Ship
to." Payment sha11 nat be rmade until �he al�ave instruments have been submitted
after delivety and acceptance a£ the goods and/ar ser�ices.
I3.2 �eller shall not include Federai Excise, State or City Sales Tax in its invoices. Tl�e
Buyer sl�all furnish a tax exemption ceztificate upon Seller's request.
12.3 Paym�ent. All payment terms shall be "Net 30 Days" unless otherwise agreed tn in
writing. Before the � st payment is due to Sellez•, Seller shall �•egister for di�•ect
deposit payments prior io pro�viding goods and/or se��vices using tke �ornls posted
on the City's website".
14.0 PRICE WARRANTY
14,1 The price to be paid by Buyez� s1�a11 be that cantained in Sell�r's p�•oposals which
Selle�• warrants to be no higher than Seller's cu�z•ent pt•ices on orde�•s by othexs for
produc#s and services of the kind and spacification cave�'ed by th�s agreen�ent �or
simila�� quanti�i�s under like conditions and methacis of purcliase. In the event Selle�•
b�•eaches t�is war�'anty, the p�'ices of the items shall be �'ed�zced to tl�e prices
contained in Seller's proposals, or in ihe alteri�ativ� upan Buyer's option, BuyEr
shall ha�e the �•ight to cancel this conii�act withaut any liability to Seiler for breach
or for Seller's actual expense. S�ch �•emedies az�e in acidition to and not in Iieu of
ai�y othez• �'e���edies which Buyer n�ay have in iaw or equity.
14.2 Seller warrants that no pe�•son ar selling agency has been �mployed or retained to
solicit or secu�•e this contract upon an agreement or undea�standing for cainmission,
percentage, bro�erage o�• canti��g�nt fee, excepting en�ployees of an established
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cornm�rcial or sellin� agency that is naaintained by Selle�• for the purpose of
securing business. Fo�• breach or vinlation of this wa���'anty, Buyer shall have the
�ight, in addition to any other �•ighi oz• rights arising pursuant to said pu�'cl�ase(s), to
cancel this contract r�ithout liability axid to deduct from #Iie cont�•act p�'ice sueh
commission percentage, hro�Cerage or contingent �ee, or otherwisE to r�caver the
fizll atnaunt th��'eof.
I5.0 PRODUCT WARRANTY
Seller sha11 not Iin1�t or excli�de any expr�ss ar implied war�•anties and any attez��pt to da so
shall render this coniz�act voidable at the aption of Buyer. Seller wa�•�a��ts that the goods
fu��nished will conforni to Buyer's speciizcatians, d�•awings a��d descriptions Iisted ii� the
p�•oposal invitaiion, and the sainpie(s} fu�•nished by �eller, if any. In ihe event of a conflict
between Buye�•'s specifications, d��awings, and dese�•iptions, Buyer's specifications shall
gave�•n.
16.0 SAFETY WARRANTY
Seller wai•rants that the pzoduet sold to Buyer shail confo�'tn to the standards pt'omulgated
by the U.S. Depa�•trn�nt of Labor unde�' the Occupational Safety and Healtk� Act (OSHA)
of 197Q, as amended. In the event the p��oduct does nat confarm to OSHA standa�'ds, Buyer
�nay ��eturn the product for correction or replacen�ent at Selle�•'s expense. In the event Selle�•
fails to rnake apprapriate correction within a reasonable iime, any co�•��ection rnade hy
Buyer will be at Seller's expense. Wh.er� no co�'rection is ar can be made, Seller shall refund
all nlonies z�eceived �a�' such goods within thirty (30) days aftei• request is made by Buyer
in writing arzd received by Selle�'. Notice is considered to have been received upon hand
delivery, or otherwise in accoz•dance with �ection 29.0 af these te�•ms and conditions.
Faiiure ta make sucl� �•efund shall canstitute breaci� and cause t��is con#ract to terminate
immediately
17.0 �OFTWARE L�CENSE TO SELLER
If this pu�'chase is for the license of software produc�s andlor se�•vices, and ui�less otherwise
agreed, S�ller hereby grants ta I3uyez, a pe�•petual, ir�•evocable, i�an-exclusive,
nontrans�erable, royalty free license to use th�e software. This saftwa�•e is "propi�ie�ary" to
Seller, and is licensed and pi•ovided to the Buyer for its s�le use for pui�poses under ttiis
Agreement and any attached wa�•k orders or invoices. The Buy�r may not use o�� share this
softwaze withaut perniission of ti�e Seller; haweve�• Buyar may n�ake copies of tl�e software
expressly for backup purposes.
18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.1 The SELLER jva�rrants that al[ Deliverables, or any part ti�e�•eof, furnisiiet�
hex•eunder, including but not liYnitec� to: progr�rns, doci��nentatian, sofhvaY•e,
analyses, a�plications, metho�ls, ways, and processes {in this Section e�ch
inclividually referrec� to as a"Deliverable" ancl collectively as �he
"Deliverables,") clo ��at infringe u�on or violate any patent, co�yrights,
t�•ademaz•lcs, service marks, ti•ade secrets, or any intellec�ual prope�•ty rights
ar other tl�irc� Par�y �roprietary riglits, in the pe�•fortnance of services under
�lxis Agreement.
18.2 SELLER sltall be liable anc� responsible for any and all claims �nade against
tiie Buyer for infringemen� o� any �atent, copyt•ight, tratiemark, se�•vice ma�•k,
t�•ade secret, or oti�ei• intellectual property rig�ts by N�e use af ax• supplyiug of
any Delive�•able{s) i� the course o£ �er•fo�•jnance oz• completion of, oi• in any
�vay can��ected �vith pM•oviding the se�•vices, or the Buye�•'s coYitiuued use of the
Deliverable{s} hereunde�•;
18.3 SELLER agrees to defend, settle, ar pay, at its o�vn cost and expense, any claim
ar action �gainsi B�yer for infringement of any patent, copyi•ight, trade marlc,
tracle secret, or similar �raperty right ari�ing from Buyer's use of the so�t�vare
and/or documentation in accorda��ce �vitlx this Agreement, it being understoad
that �his agreement ta defend, settle or pay sl�all not appiy if Suyer modi%es
or nnisuses tlie so�hvare ancllor doc�tmentation. Sa Iong as SELLER bears the
cost aand expense of payment foi• e�ai�ns or actioi�s against Buyer pursua�tit to
�his section, SELL�R shall have the r�giit to conduct �he c�efeiise of any such
claim ar action anc� �il negotiations for ��s setilement or co�np�•o�nise a�d to
settle or compramise any such elai�n; however, I3uyer sh�11 li�ve t�tie right to
fuliy p�rticipate in any and ali such settlement, negotiations, or la�c�suit as
necessaxy ta profect Buyer's interest, a�icl Buye�• agrees to cooperate «ith
SELLER in cioing sa. �n the event Buyer, for �vh�tever re�son, assumes the
�•es�onsibility far �ayme�nt (1� C05t5 and expenses for any elaim or actian
brought against Buyer for in�'�•ingement arisi�g under this Agreement, Buye�•
shall ha�e the sole �•ight ta conduct the defense of any such claim or �ction �nd
ail negotiations for its settlement or comprotnise and to settie ar campromise
any such claim; howevex, SELLER shail fully �articip�te �nd cooperate �vith
Buyer in ciefense of such clai�n o�• action. Buyer agrees to give SELLER timely
�vritten notice of� any sueh claim o�• actio�, with copies af ail papers Buyer m�ay
reeeive relating t�eretio. Nohvithstanding the fo�•egaing, Buyer's assumption
of paymen� of costs a�• expenses shall not elirninate S�LLER's duty to
indemnify Buyer uncler #his Agree�nent. If the sofh�are andlor docunnen�ation
o�• any part thei•eof is held ta infringe anti the use the�•eof is enjoined or
r�strained ar, if as a resnit nf a settlernent or co�npromise, such use is
materi�Ily adversely rest�•icted, SELLER shall, a� its o►vn expense and as
Buyer's sole 1•emedy, eitl�er: {a) procu�•e for Buyei• the right fo continue to use
the sofhv�re and/ox• documenfation; o�• (b) madify tiie sofhvare anc�lor
document�tion to make it non-inf�•inging, providec� #hat sucli modification
does not r�aterialiy adve�•sely affect Buyei•'s authorized �se of the so�h�aY•e
�ndlor c�acu�nentation; or (e) re�lace the soft►va�•e anc�/or documentation
with equally suitable, compatible, and functionally equivalent �oY�-infringing
sofn�are andlor documentation at no additional ch��•ge to Buye�; or (d) if nane
of the fo�•egoi��g alte�•natives is reasoi�ably available #o SELLER termin�ie this
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Ag�•eement, and arefunc� all �mounts paid to SELLER by Buye�•, s�bsequent to
�vhich terminatio�i Buyer may seek any and aii rennedies available to Buyer
u�i€�er law; a�ic�
18.4 T��e re�resentatior�s, warranties, and covenants of th� parties contai�ed ii�
sectian 13 througii 17 of this Agree�nent �vill survi�e the terxnination ancl/o�•
exPi�•ation of this Agree�nent.
19.0 OWNERSHIP OF WORK PRODUCT
Seiler agz�ees t��at any and a11 analyses, evaluations, i•eports, men�orai�da, letters, ideas,
proce�ses, znethods, p�•ograi�ns, and n�anuals that were developed, p��epared, conceived,
rziad� or suggested by the Seller for the Buyer pursuant to a Work Orde�•, izicluding a11 sucii
developments as are originated or conceived during the terna af the Coniract and that are
completed or reduced to writing thereaftec {the "Wark Product") and Selle�• acknawledges
that such Work P�•oduct may be considered "work{s} a��ade for hire" and will be and x•emain
the excl�sive propei�ty of tl�e Buyer. To tlie e�tent that tk�e Work Product, unde�� applicable
law, rnay not be cansidered wark{s} made �oz• hire, Seller he�•eby agrees that this Agreement
effectively t�•ans�ers, grants, conveys, and as�igns exclusi�ely to Buyer, all �•ights, title and
ownership interests, including copyright, which Sellar may have in any Work P�'oduct or
any tangible nledia en�badying such Work P�•oduct, withoui the necessity af any furthei•
cansideration, and Buye�• shail be entitled to ob#ain and hoid in its own ��ame, all
Intellectual Propez�ty rights in and to the Woz�k P�'oduct. Seller �or itself and on behalf oi its
vendoz•s hereby waives any propex�ty interest in such Work Produc�.
20.0 CANCELLATION
Buyer shall ha�e th� right to eancel this contract iinmediately fa�• default an all ar any pai�
of �he �ndelive�•ed po�-tion of this o�'der if Sellez� breaches any af tlle terms he�'eaf, including
wai7a��ties af Seller. Such right of ca�icellation is in addition to and not in lieu of any oth��•
��en�edies, which Buye�• n�ay llave in iaw or equity.
21.0 TERMINATION
20.1 W�•ittenNotice. The pu�•chase of goods uncier this o�•der Y��ay be terminated in whole
or in pa�� by Buye�', witih or withaut cause, at any time upon the delivery to �elle�•
of a w�•itten "Noiice o� Termination" specifying t�e exteni to which the goods ta be
pu�•chased unde�' the order is te�•minated and the date upon which such terniination
beconies effective. Such �ight of terinination is in addition to and not in lieu of any
otlier termii�ation rights of Buyer as set forth lierein,
20.2 Non-a�ro�•iation of Funds. In the event no funds or insufficient iunds a�•e
appropriated by Buye� in any fiscai period for any payn�ents due hereunder, Buyer
will notify Seller of such occurrence and this Agree��ient shall ter�inate on tlie last
day of the fiscal period foz which appz•opriatians we�•e received withaut penalty o�'
expense to Bt�yer of any kind whatsoever, excepi as to tihe pot•tions of the paym�nts
herein agreed upon fa�• which funds have b�en app�•opriated.
20.3 Duties and Obli atiaiis of the Parties. Upon t�rmination of this Ag�•eenlent for any
�eason, Seller shall only be compensated �ar items requested by the Buyer and
delivered prior to the effective data of te��minatian, and Buye�• sliall not be liable for
any oth�e� costs, including any claims for lost profits oz• incidentai da�nag�s. Selle�•
�ha11 pro�ide Buyer with copies o� aIl coznpleted or partially coinplet�d docun�ents
p�•epared under tl�is Agreen�ent, In the even� Seller l�as receiveci access to Buyer
In�ormation or data as a requirement to pe�•form services liereunder, Seller sllall
retuz•n a11 Buyer provided da#a to Buyer in a n�achine �•eadable format o�• otlier
format deemed acceptable to Buyer,
22.0 AS�IGNMENT / DELEGATI�N
Na interest, obligatian or right of Selle�•, including the right ta �•ecez�e payment, under tl�is
contract shall be assigned o�� delegated to anot�er entity without the exp�•ess written canse�it
of Buyer. A�y att�mpted assig�ment or delegaiian of Seller shall be wholly void anc� totally
ineffective fo�• all purposes unless made in conforn�ity witll this paragraph. Prio� ta Buyer
�iving its consent, �eller agrees that Seller shall p�•ovide, at no additio��al cost ta Buye�•, all
doeuments, as deterr�-�ined by Buyer, ttaa# are �'easonable and necessary to verify Se11ez•'s
legal status and trar�sfer of �•ights, interests, oz• obligations to another entiiy. The docuinents
that inay be xequested include, but are nat li���ited to, Ai�ticles of Incorporation and reiated
an�endments, Cez•tificate of Mergez•, IRS Form W-9 to verify tax identification number, etc.
B�yer rese��ves the �•ight ta withhold all payments to any entity other than Selle�•, if Selle��
is not in campliance with this pro�ision. If Seller fails to p�•ovide necessary infot•mation in
accordance with this sectian, Buyer shali not be liable for any penalties, fees or interest
resultin� thet•efronl.
23.0 WAIVER
No claim or zight arising out of a breach of this contzact can be discllarged in whole o�• in
pai�t by a waive�• or renunciation o� the claim or right unless th� waiver or renuz�ciation is
suppoi�t�d by consideration in writing and is signed by the aggrieved party.
24.0 MODYFICATIONS
This eont�•act can be modified ox rescinded only by a written agi�eejneni sigx�ed by both
paz�ies.
25.0 THE AGREEMENT
In the ahse�ee of an otherwise negatiated contz•act, o�• unless stated atherwise, th�
Agreement between Suyer and Seller s��all cansist of these Standard Ternis and Co�lditions
to�;ether with any aitachments and exhibits. This Agreenient is intended by the pai�ties as a
final expression of t�eir agreemeiit and is intended also as a cornplete and exclusive
statement of the te�•rzis af th�ir agreement. No course of prior d�alings between tl�e pai�kies
and no usage of trade shall be relevant to supplement o�� explain any tei•m used i� tk�is
Ag�•eement. Acceptance of oz• acquiescence in a cours� of performance under this
Agreement shall not be rel�vant to deternline the �eaning of this Agr•e�ment even though
t�ie accepting ox� acquiescing pa��ty l�as knowledge of the pe�•fo�znance and oppnrtunity for
objection. Whene�ex• a terin defned by the Unifo��m Commercial Cade (UCC} is used in
this Agreement, the def nition cantained in the UCC shall control. �n the eveni of a conflict
between the contract docur��ents, tk�e order nf precede��ce shall be these Standard Terms
a�id Conditior�s, and the Seller's Quote.
2b.Q APPLICABLE LAW / VENUE
This agreement shali be gove�ned by the Uniforrn Commercial Code wher�ver tl�e te�•ir�
"Unifarm Con��nercial Code" or "UCC" is �sed. It shall be construed as n�eaning the
Uniform Commercial Code as adopted and amended in the State af Te�as. Both parties
agree ti�at �enue fo�• any litigation arising fro�n this cont�•act shall be in Foz�t Wa��th, Tarrant
County, Texas. This cont�•act shall be governed, const�•ued and enfo�•ced unde�• the laws of
the State of Texas,
27.0 INDEPENDENT CONTItACTOR S
Seller shall operate �ezeunder as an independent contractor ar�d not as an o#�fice�•, agent,
servant or employe� of Buye�•. Selier shall ha�v� exclusive eantrol of, and the exclusive
z•ight to cantrol, the details of i�s aperations k�ereunder, and all persons pej�forming same,
and shall be solely responsible for the acts and omissions o� its afficers, agents, employees,
vendors and subcontractors. The doct�•ine of respondent superioz• shall z�ot apply as between
Buyer and Selier, its officers, agents, employees, �endo�•s and subcontracto�s. Nothing
herein shall be canstrued as creating a pai�tne�'ship or joint enterprise beiween Buye�• and
Selle�•, its officers, agents, employe�s, vendo�•s and subca�rtraetnrs.
28.0 LIABILITY AND �NDEMNIFICATION.
27,1 LIABILI'TY - SELLER SHALL I3E LIABLE AND RESPONSl'BLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL 1'NJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, 4F ANY IfIND OR
CHAI�ACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY
THENEGLl'GENTACT(S) OR OMISSION(S), MALFEASANCE OR 1'NTENTIDNAL
MIS`CONDUCT OF SELLER, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES
27.2 GENERAL 1�NDEMNIF�CATI4N - SELLER HEREBY COVENANTS AND AGREES
TO INDEMNIFY, Hl)LD HARMLESS AND DEFEND BUYER, ITS OFFICERS,
AGENTS, SERVANTS AND EIVIPLOYEES, FR4M AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
AS'SERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS AND �4NY RESULTING
LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY
m
AND ALL PERS4NS, ARISING O UT OF OR IN CONNECTlON WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OR MALFEASANCE OF SELLER, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES
27,3 INTELLECTUAL PROPERTYINDEMNIFICATION— Se11eE• age•ees ta defend, settle,
ox• pay, at its own cast anci expe�se, any claiin n�• actio�a agai��st Buyer for
infringetnent of any �atent, cnpyrigktt, t�•a[�e mark, #rade secret, or similar pro�erty
i•ight arising fE•om Buyer's use of the soft►va��e anc�lar documentatinn in acco�•dak�ce
rvith this Ag�•eement, it being uuclerstoot� tl�at this a�R•eern�ent to defe�d, settle ar pay
sli�ll ncs# apply if Buye�• modi�es or ���isuses tl�e safhvare and/or cloeun�entation. So
long as Seller bears tfie cost and ex�ense of payment fni' C��'1kI1S 01• actions agai��st
Buye�• pursuanf ta this section, Sellea• shatl ha�ve tlie right to conduct #he defense of
any sucl► e�aim or action a�[i a{l nego#iatiflns for its settlement oe• corr�p�•a�nise an�d to
sett[e or com��romise any such claim; ho�veve►•, Bt�yex• s�tail l�ave tE�e �•ight to fully
pai•ticipate i�� a��y and al[ s�ich sett�ement, negotiatio»s, or lawsuit as necessaiy to
protect BY�yer's interest, anc� Buyer agrees to cooperate �viFi► Selle�• in cloi��g so. �n tl�e
event Buyer, for wha�ever reason, assu�nes tl�e �•esponsibility for payment of casts and
expei�ses for any claim� a�• action hrought against Buyer for i�ifringement arising
unde�• this Agreement, Bi�yer sha[1 l�ave tfie sole �•ight to ca��duct tlze c�efense of any
such claim os• actinn and all negotiatians fo�� its set#leme�t o�• co�n�romise ancl to settle
or compro�nise a��y such clai�n; ho�vever, Seller s[�all fully participate anc� coopee•ate
�vith Buye�• in defense oi such claim ot• actian. Buyer agrees to gi�e Seller timely
we•itten notice ai' any such claim o�• action, �vith co�ies of all pa�ers Buyer rriay ��eceive
relatiYig #l�e�•eto. Not�vitl�sta»c�ing the faregoing, Buye;'s assr��nption of payme�it of
casts or ex�enses sliatl nat etitninate Seller's duty to indemnify Bi�yer under tl�is
Agreement. If the sofh�vare and/o�• dacument�tion or any part thereaf is helc� to
infi•inge aeid #lie use thereof is ei�joinecl ol• z•esta•ainec� ot•, if as a result of a settlement
or cam�ron�ise, sucl� use is ivaferially ad�ersely restrictec�, Seller sl�all, at its o�vn
expense a�ad as Buyer's sole re�nedy, either: {�} prncu��e �o�� Buyee• tl�e right to
continue to use tl�e snfhvare andlor [�ocunientaiio��; oE• (b) modiiy the saftwa�•e andlo�•
documentation tn mal�e it nan-infringing, provided tl�af such mndif�catio�� does �ot
materia[ly adversely affeet Bayei•'s authnrizec� use o� the sofh�are ancl/or
dacumentation; or {c) ��eplace the sofi�va�•e andlor documentatio�i �vith equally
suitable, compatible, and functionally equivaCent non-i�f�•inging sofriva�•e and/or
dacu�e�itation at no addition�l chat•ge to BY�ye�•; o�• (d} if none of the foregoiEig
a�tei•natives is reasonably available to Selier terminate t�tis AgreemeE�t, antl refund al{
amo�nts �aic� to Seller by Buyer, subsequent tn w�iich te�•�ni�iation Buyer may see{i
any and all ren�edies available to Buyer uude�• law.
28 SEVERABILITY
In case any ane or nlore o�the pravisiot�s contained in this agreement shall �a�• any reaso�l,
be held to be invalid, illegal o�• unenforceable in any respect, such invalidity, illegality ar
u�nen�ozceability shall not affect any other provisinn of this agreement, which agreennen.t
shall be const�•ued as if such invaiid, iilegal o�• unenfarceable provision had never been
contained herein.
29 FISCAL FUNDTNG LIMITATION
11
In the event no funds or �nsufficient funds are approp�•iated and budgeted in any fiscal
pe��iad for payments due unde�� this conti•act, then Buyer wi11 imn��diately notify Seller of
such occurrence and this contraet shall be terminated on the last day ofthe fiscal period for
which funds ilave been appropriated without penalty or �xpense to Buyer of any kind
whatsoever, except to the portions of annual pay�nents herein agreed upon for r�vl�ich funds
shall have been appropria�ed and budgeted ox a�'� otherwise available.
30 NOTICES T� PARTIES
Notices requi�'ed pursuant tn the provisions of tl�is Agreenient sllall be canelusively
deter���ined to ha�e been delivered when (1) hand-delivered to the other paz•ty, its age��ts,
employees, ser�ants or representatives, {2) delivered by facsimiie witl� electranic
caniirrnation of the tx•ansn�ission, o�• (3) received by the othe�• party by United States Mail,
registered, return receipt requested, addressed as follows:
TO BUYER:
City of Foz�t Worth
Attn: Purchasiug Manage�
200 Texas Street
�'ort Warth, TX 76102-6314
Facsirraile: {81�} 392-8654
Witli copy to Fot� Watrth City
Atto�•ney's Office at same add�•ess
TO SELLER:
CLS Sewer Equipn�ent Cornpany, Inc.
Jerry Sonnier II
President
726 �. Sherma� St�•eet
Ricliardson, Texas 75081
�acsimile: {972) 479�133b
31 NON-DISCRIMINATION
Seller, for itself, its personal i•epresentatives, assigns, subVendors and successo��s in
interest, as pai�t of the considez•atian herein, ag�•ees tiiat in the per�'o�•mance of S�ller's duties
and obligations hezeunder, it shall not discrirr�inat� in the treatm�nt or employment of any
individual or group of indi�iduals on any basis prohibited by law. iF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION �F THIS NON-DISCRIM�NATiON
C�V�NANT BY SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS,
�UBVENDORS OR SUCCESSORS IN �NTEREST, SELLER AGREES T4
ASSUME SUCH LIABiLITY AND TO INDEMNIFY AND DEFEND �3UYER AND
HOLD BUYER HARMLESS FROM SUCH CLA�M.
32 IMMIGRATION NATIONALITY ACT
Selle� sl�all verify th� identity and empioyznei�t eligibility o� its emplayees who pez•�orm
work under this Agreement, includii�g completing the Empioyment Eligibility Ve��ificaiion
12
Fo��z-r� (I-9). Upo�i request by Buyer, Seller shail provide Biryer with copies of all I-9 for�ns
and supporting eligzbility documentation for each erz�ployee who pe�•forn�s rrvork unde� t��is
Agreen�.ent. Selier shall adhere to all Federal and State laws as well as establish apprapriate
proeedures and controls so tl�at no services will be perfornrzed by any Selle�• employee who
is not legaliy eligible to pe��o�'m such seiviees. SELLER SHALL INDEMNIFY BUYER
AND HOLD BUY�R HARMLESS FROM ANY PENALTIES, LiABILITI�S, OR
LOSSES DUE TO VIOLATIONS Ol+ THIS PARAGRAPH BY SELLER,
SELLER'S EMPL�YE�S, SUBCONTRACTORS, AGENTS, OR L�CENSEES.
Buyer, upon written notice ta Seller, shall have the rigirt to immediately ternlinate ihis
Agr�ement ia�• vialatiar�s oi this provision by Seller.
33 HEALTH, SAFETY, AND ENVTRONMENTAL RE UIREMENTS
Ser�ices, products, mate�•ials, and supplies provid�d by the Seller must aneet or exceed all
applicable healt��, safety, and the envi�•onmental laws, z•equir�ments, and standards. In
addition, Seiler a�,rees to obtain a�1d pay, at its own expense, for aIl Iice�ses, per�its,
certificates, and inspections necessary to provide the products or to perform the sezvices
hereunde�•. S�Iler shall indemnify Buyer from any penalties o�� liabilities due to violations
of this provisian. Buye�• sha11 ha�e tl�e �•ight to iumlediately terminate tl�is Agreemeni fo�•
violations of this provisior� by Se11er.
34 RIGHT T� AUDIT
�eller agi•ees that Buyei• shall, until the expiration of tl��•ee (3) years aiter final paymen.t
under t�is cont��act, or the final conclusion of any audit conunenced during tlie said tluee
yeaxs, ha�e access to and the z•ight to examine at reasonable times any directly pertinent
boolcs, doeuments, papers and recards, including, but not li���i�ed to, all electronic �•eco�•ds,
of Selle�• involving t�•ansactions relating to tl�is Ag�•eement at no additianal cost to Buyer.
Seller agrees that Buyer shall have access du�•ing norrr�al working i�ouz•s ta a1I necessaz•y
Seller facilities and shall be pravided adequate and approp�•iate vvork space in a��der to
conduct a�dits in co���pliance wrth t�e �ra�isions of this sectioz�. Buyer shall give Seller
�•easonabie advance notice of intend�d audits. The Buyer's right ta audit, as describad
hei•ein, shall survive the termination and/or expiratian af this Agreen�ent.
35 DISABILITY
In accordance with the provisions o�th� Americans With Disabiliiies Act of I990 (ADA),
Seller warrants thai ii and any and all of its subcont�•actors will nat u��lawfully discriminate
on the basis o� disability in the provisioil of services to general public, nor i�� tk�e
availability, te�•m�s andlor conditions of employment for appiicants �or e�ployn�ent with,
or employees of Seller or any of its subcontractors. Scller warrants it will fully comply
with ADA`s provisions and any ather applicable federai, state and local laws eonce�•ning
disabiiity and will defend, indeir�ni�y and hoid Buyer ha�•miess against any claims or
allegations asse��ted by tijiz•d parties or subcontractors against Buyer arising out of Sellez•'s
a�nd/o�• its subcontractor's alieged failu��e to comply with tl2e above-��efer�nced laws
concerning disability discrimination i�i t�e pe�•formance of tl�is agreement.
33
3b DISPUTE RE�OLUTION
If either Buye�' or Selle�� has a claim, dispute, ox other n�atte�• in questio�� %z breach of duiy,
abligations, sexvices rendered o�• at�y warranty tiaa# arises unde� this Agre�n�ent, the parties
shall first atten�pt to reso�ve the n�atter through tl�is dispute zesolution process, TI�e
disputing pai�ty shall notify the other party in w�•iti��g as soon as practicable after
discovering the claim, dispute, or breach. The noiice shail state the nature of t��e dispute
and list t��e party's specific reasons for sucl� dispute. Withizl ten (10} busin�ss days af
zec�ipt of the notice, both parties s]�all r��ake a gaod faith ef%��t, either th�•a��gi� enlail, rnail,
p��one conference, in pe�•san meetings, ar other �•easonable n�eans to resolve any ciain�,
disp�te, breach ox nt�lei� matte�' in question that n�ay arise out of, oz• in connection with this
Agreement. If the parties fail to resolve the dispute within six�y {60) days of the date of
receipt o� the notice of ti1�e dispute, then the pai�ies n�ay submit the �r�atte�' to non-binding
mediation upan written consent of authorized �•epresentatives of both paz•ties in acco�•dance
with the Industry A�•hit�•ation Rules of' the Arnerican Arbit�•ation Association or otl�e�•
applicable rules governing mediation then in effect. I�tiie �arties submit the disput� to non-
binding mediation and canr�ot �•esolve ihe dispute #luough mediation, then either pax�ty sliail
l�ave the z•ight ta exez•cise any and all remedies ar�ailable u��der law regarding the d'zspute.
37 PROHIBITION �N CONTRACTING WITH C4MPAN�ES THAT B4YCOTT
ISRAEL
Ii Seller has fewer than 10 employees ar this Agreemen# is far less than $100,004, this
section c�oes not ap�ly. �eile�• ack�ar�vled�es tl�at in accordance with Chapt�r 2270 af the
Te�as Government Code, the Buye� is prohibited fi•om ente�•ing into a contract witl� a
company for gaods or services unless the cantrac� contains a wzitten ve��ifica�ian fi•om the
company that it: {l ) does not boycott Israel; and (2) will not boycott Israel during ihe tern�
of the contract. The te�•ms "baycott Israel" and "company" siiall har�e the �eanings
ascribed to thase #erms in Section 808.001 0� the Texas Govei•nuient Cade. By signing
tiiis con�ract, Selle�• certifies th�� Seller's siguatua•e provides «ritten veri�cation to
�he Buye�• that Seller: (1) daes not boycott �s�•ael; and (2} tivill �iot boycott Israel during
the te�•m of the contract.
38 INSURANC� REQUIREMENTS
38.1 Coverage and Limits
(a) Conlmercial Generai Liabiiity:
$1,�00,000 - Each Occurrence
$2,�00,000 - Aggregate
(b} Automabile Liability:
$1,oao,000 - Each accurrence on a eombined single liz��it basis
14
Cove�•age shall be on any vehicle used by Selle�•, its employe�s, agents,
representatives in the course of p�'oviding services under this Ag►'eement.
"Any vehicle" shall be any vel�icl� owned, hi�•ed and noi�-owned.
(c) Wo�•ker's Coinpensation:
Statutoiy limits according to #he Texas Warkers' Ca���pensation Act or a�y
other state woi�kers' co��pensatian laws where the wo�•k is being performed
Employe�•s' liability
$i00,OQ0 - Bodily Injury by aceident; each accidentloccurrence
$100,004 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy lirnit
(d) Professianal Liability {Erro�•s & Omissions):
$1,OOQ,000 - Each Clairr� Limit
$1,000,000 - Aggregate Limit
Pro%ssional L'zabiiity eoverage may b� provided througl� an endorsement
to the Cammercial General Liability (CGL) policy, a�• a separate policy
specific to Professianal E&�. Either is acce�table if coverage meets all
othe�• requi�•ements. Coverage sha11 be claims-�nade, and maintaiz�ed far the
du��ation of the contractual ag�•eement and for two (2) years following
conapletian of se�'vices pxavided. An annuai ce�•tificate o�' insurance shall be
submitted to Buyer to evidence cove�•ag�.
35.2 General Re uirements
(a) T�1e commercial general liability and automo�ile liat�ility palicies
shali name Buye�• as an additional insured thereon, as its interests may
appear, The tern� Buyer shall include it� eniployees, officers, officials,
agents, and voluntee�•s in tespect to the contracted se�vices.
{b) The workers' con�pensation palicy shall inciude a Waiver of
Subrogation (Right of Recove�•y) in favor of Buyer.
(c) A minimun� of Thirty (30) days' notice of ca��cellatio� ar reductian
in limits of caverage shall be pz•ovided to Buyer. Ten {10) days' notiee sha11
be acceptable in the eve�it of non-payment o�pr�miun�. Notice sl�all be se��t
to the Risk Manager, Buyer of Fort Wot�th, 200 Texas S�z�eet, Po�•t Wort�,
Texas 76102, with copies tn the Fo��t Worth City Atto�•��ey at t11e same
address.
�.5
(d) Tlie insure�•s fo�• all palieies nlust be licensed and/o�' app��aved to da
business in the State of Texas. All insurers must have a nlinimum rating o�
A- VI� in tiie current A.M. Best Key Rating Guide, o�• l�ave reasonably
ec�uivalent financial strength and solvency to th� satisfaction of Risk
Manage�nent. If the �•ating is below t��at requi�•ed, writte�l appraval o� Ris�C
Management is required.
(e) Any failure on tl�e part of Buyer to request rec�uired insurance
documentatian shall not constitute a waive�' af tlie insutance requirement.
(� Certificates of Insuranc� evidencing tl�at Vendo�• �as obtai�ied all
required insurance sha11 be deliver�d to the Buye�• prior to Vendoz•
proceeding with any work pursuant tn this Agreement.
16
EXHIBIT S
CONFLIC��OF INTEREST QUESTIONNA�R
For �endor q�oy g business with tocal go�ernm�nia[ e�tity
This q�esttonnair�
This questionnaire I;
has a business rela
vendor rneets requir
By law this questioni
than the 7th buslnes
#iled. Sse SecGon 1
R vendor commits a
offense �nder lhis s
1 IVame of vend�
�Check:th
compiefe
you 6ec i
Name of loca!
bescribe eaoh
o#[icer, as desc
Complel�SubE
GIQ as necess
A.
ects ehanges made to ihe iaw by H,B. 23, 84ih Leg., Reg�
ig filed 3n ar,cordance with Chapfer 176, Locai Government Code,
hip as defined by Section 176AUf{1-a) with a locai governmen
�ts undet Sectfon 17fi.006(a).
mast be fised witi� lhe records administrator of the lacal govemmer
/ after the date ihe vendor becomes avrare uf tacks that requira th
)6{a-1 j, Lacai Government Coda.
�nse iF the vendor kriowingiy viofates Sectian 176.005, Laoa► Gov�
� is a misdemeanor.
hp has a busin�sS reiation5hip with toC�i gavernmettta{ i
�x if you are filing aM update to a previausly filed questian�
estionnaire wiEh the approprfate fifing authority nat latar tha�
avrare that the ariginally fifed q�es#ionnaire was incompleb
:rnment otfioer aboutwhom the information is being dist
� � � �� �3-�t�`� y
Alame of Qfficer
ployment or oiher business reiaiionship with the focal !
ed by 5ectipn i76.0�3(a}(2){A). Also desarihe �ny family
s A and B tor each employment orl�uslness reiationship c
Iocal governmant officer ar a farni�y memY�er of the
� investment 9ncome, irom the vendar?
� Yes � No ''
. �
S, !s he �endor receiving or Ilkely fo receive taxable incame, other jthan investmenf [ncome, from or ac the direclion
of he fQcal go�ernment o€ficer or a family member of the officer ANQ ihe taxable income is not received €rasn the
10 1 overnmental entily? ;
� Yes � �lo
❑escribe e�
ather busi�
ownershig
� �,
❑GY
as
Form provided by
playment or business relatiansF�ip thatihe vendor named in 5ectian 1 maintainswitF► a corporation or
itity with respect fo whfah the IoCal government afficer�erves as an �ificer pr direc#or, or hvlds an
�t of one percent or more.
FORM C1Q
r 5ession. O�FIC�USEC)NLY
' a vendor who pate Received
entily and the
A enGty nat latar
statement tv be
Cade. An
aire. (ihe law requires that you fife an updaied
the 7ifi business cfay after ths date on which
or inaccurate.}
�i officer, or a family member ot ti�e
ip w3fh the local gov8mrnent oificer.
Aitach additional pages #o this Form
rec2iving or likely Ea raceiva taxable income,
box if ihe vendar has given the loeal government o[#icer or a�family member of Ehe officar one or more gifts
ed in 5ectian t7$.DQ3(a)(2){B), excluding gifls desCribed iF3 8ection 175.003(a-9).
Gomr�issian
tvww.ethics.siate.
//l/�
Dafe
Revised 1l112021
-- -
C — S�LLE�i CONTACT IN�Ol2NfATION
SeIIer's Name:
Seller's Local .
Phone: ���.
E�nait: (��► fi�
Name ofpe�sans ta
N�tnelTitle ��Y f l
��10218; �� .L.�-+!
0
Phnne:
NamelTitle
Phone: �
Em�il: ��. �
, � I
' I� �� .L ♦ �
�
/1 / �L . �� % .� `� �i .� � � ,ll.. ♦
ir ,. ' ,
�2,fwi� �.✓ � Se�►.��+r�vo�s . �,-�
�vhen placing an arde�• �r in�oice qu�stions:
1... �. n � r 1 !\ _ _ _ � .1 _ 1�
r `
1
.n,�. .
Fax: -� ,... ,...�
� .. �r
0
Fax: �Q�.0
�
c� r �on..n r �. ✓
n..
p���►��a a��
W�.�.,�.�-a2—,
Da��
19
EXHIBIT D
January 7, 2021
RE: CLS Sewer � iu ament Com yan
To Whom It May Cancern:
�� ���ES �
36�0 Rio Vista Avern�e
Orlando, Plorida 32805
(407)849-019�
(407) 425-15fi9 (Pax)
(800)327-7791
This lekter is for the purpos� of cni�uming that CLS Se�ver Equipment is the sole CUES factozy
authoi�ized dealership for the Northern State of Texas for CUES spare pai�ts, se��vice, repai�s, traub3e
sl�ooting, major �nit equipment purchases and softwate. CUES is the sole nianufacturer and owner of the
Granite XP and GraniteNet asset management and decision support software application.
Contact informaEion is as foilovvs:
CLS Sewer Equipment Company — North Texas
Contact: Jesxy Sonnier
726 S. Sherman Street "
Richa�dsott, TX 750$1
Of�ce: 972-474-1335
Fax: 972-479-1336
.l Cri � C<<'set�'r�rtc�t�ls.cOm
-- - --
C�.S Sewer Equipment Company is the sole authorized facility ip the Nor�hern State of Texas to supply
lo�ner equipment to operate on CU�S systems. CUES spare parts are stocked at their facility. CLS
service and parts persannel ha�e receivetl training on parts and repaics reiated to CUES equipment. This
letter is valid through Decemher 31, 2021.
I can be reached at 80(1-327-'1791, for fuzrther informatian.
Since c�y,
/�� M�
`/
�%
Jonathan Russell
Vice President & Gez�eral Manager
STA'I`� O�' I`LORIDA
COUNTY OF ORANG�
S�vorn to and si�bscribed bafore me this 7'�' day of 7anuary, 2D21,
by Jon�than Rassell, �vho is personally �own to me.
� � _� �
�
TAR
�,►� � Notary PuGlic Slate Of Flaida
M�gdalia Medina�Go►ualez
+� My Cammission HH U2151$
�i��� Expiroa 46J2912024
Corporate Office;
3600 Rio Vista Avenue, Orlando, FL 32805 • Telephone {4p7? 849-4190 /(800) 327--7791 � Fax (407) 425-1 569
PAR7' NIJAIBER
Exlri6rt E
Lf1BOR RAT'GS
DESCRIYTIOI�
IAQLESTOCKCHARGE
�:LECT ftOVIC PER HR
�1FC41AN[trll.PkR HR_
$iSCS CHARGE
3ELTRICP.LAL[GNMENi PER HR
ENT CLEANINO FEE
iAT1F: UAY SERVICE
fRAVELTlME,PFR HR�DTRN
.RD LA60R AATL PER HA SC
SAME �AY REPAIR. PE� 13R SC
FLECTRO�IC PER 131�CALIF.
ASECHAhICAL PER Hit,CALIF.
�VFSTTi2AYE1.73\1E
CLEAA'It�QFER HR,CALIF.
PER HDUR K6R7H WFST
iAAVEL T1AIE,PER HRCkL]F
ONE DAY REPAIitPER H4LCALIF
i1013 Price
Fori R'arth Price
$13.13
$141.75
$1A2.75
$52.56
$141.75
5131.75
$357,50
$68.25
$14175
$I57S0
$I47.00
$147.00
$69.25
$191.75
$147.0�
$fis 25
$166.06
M&C Review
CITY C�UNCIL AGENDA
Create New From This M&C
DATE: 1/11/2022 REF�RENCE
NO..
CODE: G 7YPE
*'"M&C 22-
0040
CONSEN7
LOG NAME:
PUBLIC
HEARING:
Page 1 of 2
OFficial site of Ehe City nF f ort Wortfi, -I"exas
�(1RT�ti�ilRTll
��
60CL.S SEWER
�QUIPMENT C�. INC.
f�C�7
SUBJECT: (ALL) Authorize an Agreement with CLS Sewer �quipment Company, Inc., for a Total
Amount Up to $300,000.00 for the First Year, for Original Equipment Manufacturer (OEM)
Cues CCTV 5ewer Ins�eckion Equipment Parts and Repair for the Water Department and
Property Management Department
RECOMMENDATION:
It is recommended that the City Couneif authorize an agreement with CLS 5ewer Equi�ment
Company, Inc., for a total arr�ount up ta $300,000.00 far the first year, for ti�e original equipment
mar�ufacturer cues closed circuit tele�isEon viden sewer inspectian equipment parts anc� repair for the
Water Departrnent and Praperty Manageme�t Department.
DISCUSSiON:
T�e Wa#er Department and Prop�rty Management DeparimentlFleet Divisian wili use this agreemeni
with CLS Sewer Equipment Company, Inc., to purchase Original Equipment Manufacturer {OEM)
Cues Closed Circuit Television Vid�o (CCTV) sewer inspection equipment, repair parts and re�aFr
service on carneras and vehicles used for wastewater fine and storm water pipeline inspection
throughout the City of Fort Worth (Cify).
CLS Sewer �qui�ment Cam�any, Inc, is the dacumented sofe source provider for OEM Cues CCTV
sewer inspection equipment, parts and repair senrice in #he Texas region.
The agreement includes detai�ed specifications describing the OEM Cues CCTV sewer inspection
equipment, parts and repair ser�ice required. No guarantee was made that a specific amouni of
gaods will be purchased. ltems will be ordered on an as need�d-basis. The Water Department and
Property Management De�artment/Fleet Di�ision anticipates spending $300,000.00 during this
agre�ment period.
AGREEMENT TERMS — Upon City Counci�'s approval, this agreement shafl begin on March 8, 2022
and expire March 7, 2023.
RENEWAL OPTIONS - This agreement may be renewed for up to four (4) addifionaf one-year terms
at the City's option. This action does not require specific City Council approval pro�ided fhat the City
Councfl has appropriated sufficient funds to satisfiy the City's ob�igation during this renewal term.
BID ADVERTISEMENT: This procurement is exempt from the compe#itive bidding requirements as
provided under Section 252.022(7)(A) of the Texas Local Government Code because CL5 Sewer
Equipment Company, Inc. is the sole provider and distributar of Original Equipment Manufacturer
(OEM) Replacement Parts, Equipment, Repairs and Maintenance Services ti�e Cues CCTV
equipment, parts and repair services.
ADMININS7RATIVE CHANGE ORDER: An administrati�e i►�crease or c�ange order may be rr�ade by
the City Manager up to t�e amount ailawed by rels�ant law and the Fart Worth City Code and does
not require specific City Council appro�al as long as sufficient funds ha�e been appropriated.
DVIN -- A waiver of the goal for Business Equity subcontracting requirernents was requested, and
appro�ed by the DVIN, in accordance with the applicable Ordinance, because the wai�er request is
based on the sole source information {�rovided.
http :l/apps , cfwnet. org/counci l�acket/mc_review. asp?ID=29592&councildate= i/ 11/2 a22 I/ I 2/2022
M&C Review
FISCAL INFORMATIONlC�RTIFICA710N:
Page 2 of 2
The Director of Finance cer#ifies that funds are available in the current aperating budg�t, as
previously appropriated, in t�e Water & Sewer Fund and Fleet and �quipment Sery Fund to support
the appro�al of the abave recommendation and execution of the purchase a�r�ement. Prior to any
expenditure being incurred, the Wate� Department and Property Management Department ha�e the
respansibilify to �alidaie the a�ailabili#y of funds.
TO
��und Dep �D ent Account I PrID ct Program I Acti�ity Bucigei Reference # Amount
Year (ChartField 2)
FRonn
� Fund Department Account � Project
ID �p
Submitted for Cit Mana er's Office b:
Ori inatin De artment Head:
Additional Enformation Contact:
ATTACHM�NTS
Program Activiiy Budget
Year
Dana Burghdoff (8038)
Chris Harder (5020)
Patty Wilson (8411)
Reference # Amount
(Chartfield 2j
1295 Form - CLS Sewer Equipment Co..pdf (c�'W �nterna�)
60CLS SEWER EQUlPMENT CO. INC fiunds availabilitv.docx (CFW lnternal)
60CLS SEWER EQUIPMENT_CO. INC _Upda#ed FID table.xlsx (CFW Internal)
Chapt�r 252 �xemption F'orm - Sewer Inspection Equi�..pdf (Public)
CLS 5ewer E ui ment Co - Sam Search. df {CFw �nterna�}
Conffict of Interest Form - CLS 5ewer E ui ment Co.. df (�ublic)
De artmentaf Waiv�r - Sole Source CUES Equipment 11152021 WN.pd�df (CFw Intemal)
Nokarized Sole Source Letter - CL5 Sewer E ui ment - 01-07-21. df (CFW Interr�ai)
http://apps.cfwnet.org/council�acket/mc review,asp?ID =29592&councildate-1/11/2022 1/12/2022