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HomeMy WebLinkAboutContract 57622 CSC No.57622 VENDOR SERVICES AGREEMENT Green Equipment Company_ This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and he-tween the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and Green Equipment Company, ("Vendor") a Texas Corporation, acting by and through its duly authorized representative,each individually referred to as a"party"and collectively referred to as the G°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. L SCOPE OF SERVICES. Vendor shall perform radio detection units,parts and repair service 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. City shall have the option, in its sole discretion,to renew this Agreement under the same terms and conditions,for up to Four(4)one-year renewal options. 3. COMPENSATION. City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions ofthis Agreement and Exhibit"B,"—Price Schedule. Total payment made under this Agreement shall be in the amount of Four Hundred Twenty Four Thousand, One Hundred Forty Eight Dollars and Eight Four cent(S424,148.84). 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. TERMINATION. 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. OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX 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 Iast day of the fiscal period for which appropriations were 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 hooks,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 Vendor Services Agreement--Exhibit D(Rev.9.07.2I) Page 2 of 13 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 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 joint 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 OMISSIONS), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES 8.2 GENERAL INDEMNIFICATION- PENDORHE'REBYCOVENANTSANDAGREES TO INDEMNIFY,HOLD HARMLESSAND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FR OM AND A GA INST A NY AND ALL CLAIMS OR LAWSUITS OF ANY ICIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS {INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS}AND/OR PERSONAL INJURY,INCL UDING DEATH, TO ANY AND 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 assumptions of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement.If the software Vendor Services Agreement-Exhibit D(Rev.9.07.21) Page 3 of 13 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 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 ZP 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-DISCRB19NATION 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-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CM AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. NOTICES. Vendor Services Agreement—Exhibit D(Rev.9.0721) Page 4 of 13 Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives,(2)delivered by electronic means with confirmation of the transmission,or(3)received by the other parry by United States Mail,registered,return receipt requested,addressed as follows: To CITY. To VENDOR: City of Fort Worth Green Equipment Company Attu:Dana Burghdoff,Assistant City Manager Vice Pre 'd �tIe 200 Texas Street Z Fort North,TX 76142-63I4 Facsimile:(8I7)392-8654 F asi it $ 7-589-2704 With copy to Fort Worth City Attorney's Office at 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❑fadvertisement 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 terra 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 I 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 ofTexas, 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_ Vendor Services Agreement—Exhibit D(Rev.9-07.21) Page 5 of 13 19. FORCE MAdEURE. 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, Iockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, and/or any other similar causes. 20. HEADINGS NOT CONTROLLEVG. 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 party. 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. 25. EVD41GRATION 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 Vendor Services Agreement—Exhibit❑(Rev_9.07.21) Page 6 of 13 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 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 Vendor Services Agreement—Exhibit D(Rev.9.07.21) Page 7 of 13 contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, 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 terra of this Agreement. 32. PROHIBITION ON DISCMAKINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES. Vendor acknowledges that except as otherwise provided by Chapter 2274 ofthe 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-Exhibit 17(Rev.9.D721 Page 8 of 13 ACCEPTED AND AGRE ED: CITY OF FORT WORTH: VENDOR: Dana 6urghdoff; 2� 6;3� Green Eguigment Comvanv By: By: Name: Zane S.Smith Name: DanaBurghdoff Title: Vice President Title: Assistant City Manager Date: 05-23-202 APPROVAL RECONEWENDED: 2 UNI Ely: Christopher hard (May 26,2d22 7:15 CDT) Name: Christopher Harder,PE Title: Water Director FORT�aa°p000no 0 ATTEST: e oi° 00 v~o o� 0 y ranv,�f to s-G❑❑c��tll 0 o=d %F: Jannette5.Goodall "• - ._ _: ��* o ❑o*� —JJ Name: Iannette Goodall �� °0000000° 1 ' Title: City Secretary APPROVED AS TO FORM AND LEGALITY: CONTRACT COMPLIANCE MANAGER- By signing i acknowledge that I am the person responsible for the monitoring and administration of war, this contract, including ensuring all performance and By;M1ck jMir 27,2022 iaao coT reporting requirements. Name: Doug BIack Title: Sr. Assistant City Attorney CONTRACT AUTHORIZATION: Sy: Reginalones M&C: 22-0343 Name: Repm DATE:S/IU122 Title:Contract Compliance Specialist 1295: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement— Exhibit D(Rev_9.07-21) Page 9 of 13 PART—2 SCOPE OF SERVICESISPECIFICATIONS 1.0 SCOPE 1.1 The City of Fort Worth (City) seeks bids to finalize an agreement to provide radio detection units, parts, and repair services for the Water department on an "as needed" basis. Prospective responding bidders should ensure they download all attachments for complete responses and understanding of the agreement the City intends to award from this solicitation. The successful bidder(s), known hereafter as"Cc ntractor"1 Vendor." 1.2 The quantities listed on the bid solicitation are only estimates based on previous usage and do not indicate intent to purchase or a guarantee of future business, The City is obligatedto pay for only those services actually ordered by an authorized City employee and then received as required and accepted by the City. 1.3 Following the award, additional materials and services of the same general category that could have been encompassed in the award of this Agreement, and that are not already on the Agreement, may be added based on the discount bid and price sheet provided with the bid. 1.4 Unit prices shall include all costs associated with the specified work, including but not limitedto handling,delivery,fuel charges,fees and certifications fees.NO ADDITIONAL CHARGES WILL BE ACCEPTED OR PAID BY THECITY. 1.5 Any parts and/or services that have been omitted from this scope of service that are clearly necessary or in conformance shall be considered a requirement although not directly specified or called for in the scope of services. 1.6 The submission of a bid by the bidder shall be considered evidence of compliance with these requirements. 2.0 TENTATIVE SCHEDULE OF EVENTS TASK DATE ITB Release Date February 23, 2022 Pre-Bid Conference None Deadline for Questions March 1, 2022 at 5PM (Local Time) Answers Posted March 3, 2022 ITB Responses Due Date AT 1:30 p.m. (Local Time) March 10,2022 Recommended Vendor Selection March 2022 Mayor and Council Consideration April 2022 3.0 CHANGE IN COMPANY NAME,QR OWNERSHIP-The Vendor shall notify the 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 the company 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 ITB 22-0076 Radiodetection Sewer Equipment and Repair Services Page 12 of 28 such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 4.0 METHOU OF AWARD 4.1 Bids will first be evaluated based upon bids received from a responsible bidder that presents the best value to the City.A responsible bidder is defined as a bidder that: 4.1.1 Meets all the requirement listed in Section 5, Part2. 4.1.2 Submits a completed bid package within the stated deadline and in accordance with the bid specifications. 42 Bids that do not receive 50%or more of the total available points, excluding the points for price,will be deemed non-responsive. 4.3 The following criteria will be used to determine the bestvalue: 4.3.1 Cost of service— up to 40 points 4.3.2 Bidder's qualifications, experience, and references—up to 30 points 4.3.3 Availability of resources to provide services(equipment, personnel)—up to 10 points 4.3.4 Bidder's ability to meet the City's needs—up to 20 points 4.4 In order for the City to receive adequate coverage on its requirements as specified in the solicitation, the City reserves the right to make multiple awards. 4.5 The City reserves the right to accept or reject in whole cr in part any or all bids received and to make an award on the basis of individual item, combination of items,or overall bid, as it is deemed in the best interest of the City. The Cityalso reserves the right to reject the bid of a bidder who has previously failed to perform properly or complete on time agreements of similar nature. 4.6 The City reserves and shall be free to exercise the right to evaluate bid in relation to performance record of bidder with the City itself, another municipal corporation of like size, or private corporations during the past two-year period.Such precautions are deemed to be in the public interest inasmuch as Vendor failure or inability to furnish items within the prescribed time can create emergency situations and impose unnecessary hardship on both the City as a municipal Corporation and the public at large, 4.7 The evaluation factors listed above will be applied in a comparative manner to all eligible, responsive bids.Award may be made without discussion with Bidders after bids are received. Bids should,therefore, be submitted on the most favorable terms, 4.8 The City also reserves the right to reject the bid of bidder who has previously failed to perform properly or complete on time agreements of a similar nature. ITB 22-0076 Radiodetection Sewer Equipment and Repair 5ervioes Page 13 of 28 5.0 YEIDORREQUIREMENTS IN ORDER FOR THE BID TO BE EVALUATED The Vendor shall: 5.1 Have a minimum of five(5)years of experience, providing Radio Detection equipment and repair services that are similar in size and scope to the City's. 5.1A The City reserves the right to verify any and all proof of experience prior to the completion of the contract award process and of any staff added to the contract at a later date. All proof of experience is required to be submitted with the bidder's bid submission. Proof of experience shall be in the form of resumes, references and/or letters of reference during the previous five-year period and which clearly demonstrate and verifies the Vendor's eligibility and commercial experience. 5.2 Have experience repairing radio detection equipment commonly used for utility line locations and leak detection. 5.2.1 Examples include but not limited to sonde transmitters, FCS L-Mic Acoustic Leak Detector, ZCorr Digital Correlating Logger Systems, ADS Enigma leak detection, Enigma-hyQ hydrophone system, Eureka3 Leak Noise Correlator, Gutermann Aquascope 3 Digital Acoustic Water Leak Locator, Gutermann Aquascan TM2 Truck Main Leak Locating Correlator, Itron Digicorr Correlator and metal detectors. 5.3 Have and operate a full-time, permanent business address with the ability to be reached by email or telephone. 6.0 VENDOR RESPONSIBILITIES—Vendor shall 6.1 Have a minimum of five(5) years of experience, providing radio detection equipment and repair services that are similar in size and scope to the City's. 6.2 Respond and supply requested materials or services required during regular business hours within a maximum of five(5) business days or less including shipment by mutual agreement from the time original request is made. 6.3 Provide repair services to City-awned radio detection equipment. 6.3.1 The Agreement shall cover both minor and major repairs to equipment. 6.3.1.1 Minor repairs are considered to be any repair that has a total cost of less than or equal to$300.00. Major repairs are considered to be any repair that has a total cost of more than$300.00 6.4 Furnish all necessary equipment used to repair or maintain the required radio detection equipment, including personnel, tools and supplies used in the maintenance of shop equipment. 6.5 Report to the on-site crew leader or supervisor upon arrival at facility prior to performing any duties,as well as signing out with supervisor upon completion of duties. 6.6 Provide the City an acceptable level of service in terms of cost, time and workmanship. Upon return and inspection of services completed,Water personnel will notify the vendor if any issues regarding the services or parts are found to be unsatisfactory. Vendor(s)will be given opportunity to correct. Failure of vendor to correct services or parts to a satisfactory condition will be considered grounds for terminating any agreement between said vendor and the City, 6.7 Be required to perform the work using the most up to date and appropriate methods available for said work under industry standards.This includes, but is not limited to, all suitable repair equipment and parts to insure the satisfactory execution of any repair or ITB 22-0076 Radiodetection Sewer Equipment and Repair Servives Page 14 of 28 installation.The City will communicate(via phone or email)with Vendor to schedule any service needs. 6.8 Diagnose and repair equipment used for: 6.8.1 Line locations/sonde locations 6.8.2 Leak detection 6.8.3 CCTV Camera Inspection 6.8.4 Metal Detectors 6.9 Have a physical location within the City of Fort Worth limits. 6.10 Obtain authorization of the Warehouse Supervisor or authorized personnel prior to commencing major repairs. Failure to obtain authorization shall result in delayed payment or non-payment of unauthorized repairs. 6.11 The Vendor shall pick up tools to be repaired from Water Field Operations 1608 11t"Ave, Fort Worth,Texas 76102 and return repaired tools to the same address. 6A 1.1 The Vendor must obtain tools that require repair within 24 hours of notification. Formal working hours are 8.00 AM to 5:00 PM Monday through Friday 7.0 PARTS 7.1 All parts utilized in repairs, replacements or installations on radio detection equipment shall be new unless otherwise requested by Water personnel.Any rebuilt or remanufactured parts must be approved in writing by Water personnel prior to being utilized by the Vendors). 7.2 Vendor shall warrant and/or guarantee all work and products supplied under this Agreement against any defects in design,workmanship, materials andfaiiure to operate satisfactorily. Each product shall be constructed to the highest standards. Products manufactured of poor workmanship will not be accepted. 8.0 CITY REQUIREMENTS 8.1 The City will identify the location, City contact, and description of the service request to the Vendor. 8.2 The City will not be responsible for any alleged misunderstanding of the work to be furnished or completed or conditions surrounding the performance. It is understoodthat the signed bid by the Contractor serves as a stated commitment to fulfill all the conditions of the bid. 8.3 The City reserves the right to reject workers provided by the successful Vendor if they are found to be unacceptable before or after starting on the job to which they have been assigned. 9.0 WARRANTY-Vendor shall 9.1 Provide a warranty to include at a minimum,but not limited to the following: 9.1.1 In addition to any other warranties in this contract, that all work and products supplied conform to the agreement requirements and is free from any defect in workmanship, equipment, material, or design fumished by the Vendor or any supplier at any tier. 9.1.2 Agree to repair or replace promptly, on a one-for-one basis without additional cost to the City of Fort Worth, any and all defective work and products. The City defines "prompt" repair or replacement to be within twenty-four(24) hours after notification by authorized City personnel. ITB 22-0076 Radiodetection Sewer Equipment and Repair Services Page 15 of 28 9.1.3 Warranty shall continue for a period of 90 days from date of acceptance ofproducts and work by the City. 9.1.4 Remedy, at the Vendor's expense,any non-conforming or defective products or work. In addition, the Vendor shall remedy at Vendor's expense any damage to real or personal property owned by the City of Fort Worth,when that damage is the result of a defect of products furnished. 10.0 BRAND NAME OR EQUAL 10.1 Any manufacturer's names,trade names, brand names information and/or catalog numbers listed in this specification are for information and not intended to limit competition unless otherwise indicated. Bidders may offer any brand for which he/she isan authorized representative, which meets or exceeds the hid specification for any item(s) listed herein. If bids are based on equivalent products, indicate on the bid solicitation the manufacturer's product name and reference number. 10.2 Bidders shall submit proposals, cuts, sketches, and descriptive literature, and/or complete specifications. Bidders shall explain the reason(s)why the proposed equivaientwilI meet the specifications and not be considered an exception thereto. Bids which do not comply with these requirements are subject to rejection. Bids lacking any written indication of intent to bid an alternate brand will be received and considered incomplete. 10.3 The Purchasing Manager or designee will evaluate"equal' product on the basis of information furnished by bidder or identified in the bid and reasonably available to the Purchasing Manager. The Purchasing Manager or designee is not responsible for locating or obtaining any information not identified in the order. 10.4 Unless the bidder clearly indicates in its bid that the product being offered is an "equal"product the bidder shall provide the brand name product referenced in the bid. 11.0 LAWS, REGULATIONS,AND ORDINANCES 11.1 The Vendor shall be responsible for meeting all Federal: laws, ordinances and regulations; State: laws, ordinance and regulations; County: laws, ordinances and regulations; and City: laws, ordinances, and regulations for safety of people, environment, and property.This includes, but is not limited to, all Federal, State, County, and City Agencies,Administrations and Commissions such as the Environmental Protection Agency(EPA), Occupational Safety and Health Administration (OSHA), and the Texas Commission on Environmental Quality(TCEQ). In the event any law, regulation or ordinance becomes effective after the start of this Agreement, the Vendor is required to comply with new policy.Any mandates requiring the City to comply with new guidelines will also require the Vendor to comply. 1TB 22-0076 Radiodetection Sewer Equipment and Repair Services Page 16 of 28 12.0 INVOICING REQUIREMENTS 12.1 The City of Fort Worth has begun implementing an automated invoicing system. 12.2 The Contractor shall send invoices electronically to our centralized Accounts Payable department invoice email address: su lierinvoices fortworthtexas. ov. This email address is not monitored so please do not send correspondence to this email address,The sole purpose of the supplier invoices email address is to receipt and process supplier invoices. 12.3 Please include the following on the subject line of your e-mail: vendor name, invoice number, and PO number, separated by an underscore (ex: Example, I n c._12345fi_FW013-0000001234) 12.4 To ensure the system can successfully process your invoice in anexpedient manner, please adhere to the following requirements: • All invoices must be either a PDF or TIFFformat. • Image quality must be at least 300 DPI (dots per inch). • Invoices must be sent as an attachment(Le.no invoice in the body of the email), • One invoice per attachment(includes PDFs), Multiple attachments per email is acceptable but each invoice must be a separate attachment. • Please do not send handwritten invoices or invoices that contain handwritten notes. • Dot matrix invoice format is not accepted. • The invoice must contain the following information: • Supplier Name and Address; • Remit to Supplier Name and Address, if different; • Applicable City Department business unit# (i.e.FW013) • Complete City of Fort Worth PO number(i.e. the P❑ number must contain all preceding zeros); • Invoice number; ■ Invoice date;and • Invoices should be submitted after delivery of the goods orservices. 12.5 To prevent invoice processing delays, please do not send invoices by mail and email and please do not send the same invoice more than once by email to supp lie rinvoices(a7fortworthtexas.gov.To check on the status of an invoice, please contact the City Department ordering the goods/services or the Central Accounts Payable Department by email at: ZZ FIN AccountsPayable(a7fortworthtexas.gov. 12.6 If you are unable to send your invoice as outlined above at this time, please send your invoice to our centralized Accounts Payable department instead of directly to the individual city department,This will allow the city staff to digitize the invoice for faster processing. IT6 22-0076 Radiodetection Sewer Equipment and Repair Services Page 17 of 28 EXHIBIT S PRICE SCHEDULE Vendor Services Agreement—Exhibit S(Rev.9.07.21) Page 11 of 13 Foxes`-WORTH. BID SOLICITATION Event ID Page Invited: PUBLIC EVENT DETAILS CFw01-22-0076 2 Event Round Version 1 ; Event Name Radiodetection Sewer E i ment and Repair Services Submit To: City of Fort Worth Start Time Finish Time FINANCIAL MANAGEMENT SERVICES 02/23/2022 08:30:00 CST 03/10/2022 13:30;00 CST FINANCE-Purchasing 200 Texas St.(tower Level,South) Fort Worth TX 76102 United States Email: FMSPurchasingResponses a{_7fortworthtexas.gov Line: 1 Description: Qty Unit _UnitPrice Total Radiodetection TX-3 Transmitted or equal 125.00 EA Brand:TX-5 Transmitter 1840_00 230,000.00 Line: 2 Description: _ Qty _ Unit UnitPrice Total Radiodetection,TX10 Transmitter or equal 15.00 EA Brand: 2988.00 oo Line: 3 Description., 4tv Unit UnitPrice Total Radiodetection,71U8K Carrying Bag or equal 100.00 EA Brand: 201.00 20,100.00 Line: 4 Description: Qty Unit UnitPrice Total Radiodetection,Gator Cam Mini PlumLing 1.00 EA System or equal Brand: 7991 AI3 7991.00 Line: 5 Description: ntv Unit UnitPrice Total Radiodetection,Gator Cam 200'Standard 1.00 EA System or equal Stand: 9683.99 9883.OD Line: 6 Description: _ Qty Unit UnitPrice Total Radiodetection,Bendie Sonde or equal 15.00 EA Brand: 1357.00 20,355.00 Line: 7 Description- Qty Unit UnitPrice Total Radiodetection,1"Mini Color Camera Head or 10.00 EA equal Brand: 1401.92 14,6 19.2D Line: 8 Description: gly Unit UnitPrice Total Radiodetection,2"Self-Leveling Camera Head 10.00 EA or equal Brand: 3042,53 30,425.3Q ITS 22-0075 Radiodetection Sewer Equipment and Repair Services Page 3 of 28 FoPT WORTH. BID SOLICITATION Event id Page Invited: PUBLIC EVENT DETAILS CF'W01722-0076 3 Event Round Version 1 1 Event Name Radiodetectian Sewer E i ent and Repair Services Submit To: City of Fort Worth Start Time Finish Time FINANCIAL MANAGEMENT SERVICES 02/23/2022 08:30:00 CST 03/10/2022 13,30:00 CST FINANCE-Purchasing 200 Texas St.(Lower Level,South) Fort Worth TX 76102 United States Email: FMSPurchasingResponses@fortworthtexas.gov Line: 9 Description: Qtv Unit UnitPrice_ Total _ Radiodetection,Gator Re-Term Kit or equal 1.00 EA Brand: 155.44 155.44 Line: 10 Description: Qty Unit UnitPrice Total Repair Service,Regular Hours,Monday-Friday 10.00 HR 8:00AM-5:0GPM 100.00 1,000.00 Line: 11 _ QtY Unit UnitPrice Total Pickup and Delivery Mileage Rate(Flat Fee) 20.00 EA 0.00 0.00 Line: 12 - Qty Unit UnitPrice Total Miscellaneous items at manufacturer's list price 45000 FA less %discount.Quantity listed 0.40 4.00 is estimated annual msL Amount to be listed on this Iine,for example,$45,000.00 x 10% discount($4,500.00)=$40,500.00. Total Sid Amount: 379,148.94 A bid of'0"(zero)will be Interpreted by the City as a no-charge(free)item and the City will not expect to pay for that item.A bid of"no bid"or no response(space left blank)will be interpreted by the City that the Offeror does not wish to bid on that item.Be advised,a"no bid"or no response may be considered as non-responsive and may result in disqualification of the bid. ITS 22-0075 Radiodetection Sewer Equipment and Repair Services Page 4 of 28 EMSIT C VERMCAIION OF SIGNATURE AUTHORITY Green l=46iwn6nt Comggniy 2563 Gravel Drive. Fort Worth, TX 7u118 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, araendrnent 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£ally entitled to rely on the warranty and representation set forth in thus 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 entitledto rely on any current executed Forms until it receives a revised Form that has been properly executed by Vendor. I. Name: Becky Stahl Position: Office Manager Signature 2. Name: Position: Signature 3_ Maine: Position; Signature Name: f Sign, e_o P esi ent f CEO Qtller - e: Vice President Date: 03-02--2022 Vendor Services Agreement—Exhibit C(xev.9.07.21) Page 12 of 13 EXIMIT n INSURANCE Vendor Services Agreement—Exhibit D(Rev.9.07.21) Page 13 of 13 City of Fort Worth, Texas Mayor and Council Communication DATE: Tuesday, May 10, 2022 REFERENCE NO.: **M&C 22- 0343 LOG NAME: 13P22-0076 RADIODETECTION SEWER EQUIPMENT AND REPAIRS AR WATER SUBJECT: (ALL)Authorize Execution of an Agreement with Green Equipment Company for Radiodetection Sewer Equipment and Repair Services for an Annual Amount up to $424,148.94 for the Initial Term and Authorize Four One-Year Renewal Options for the Same Annual Amount RECOMMENDATION: It is recommended that the City Council authorize execution of an agreement with Green Equipment Company for radiodetection sewer equipment and repair services for an annual amount up to $424,148.94 for the initial term and authorize four one-year renewal options for the same annual amount_ DISCUSSION: The Water Department approached the Purchasing Division to procure an agreement to provide radiodetection sewer equipment and repair services. The department will utilize this agreement to purchase sewer inspection equipment,repair parts,accessories, and repair service for inspection of sewer lines at various locations throughout the City. The Purchasing Division issued Invitation to Bid(ITB)No. 22-0076 consisting of detailed specifications describing the different types of inspection equipment,accessories,repair parts,and repair services required. The ITB was advertised in the Fort Worth Star-Telegram on February 23, 2022, March 2, 2022, and March 9, 2022. The City received two responses. An evaluation panel consisting of representatives of the Water Department reviewed and scored the submittals using the Best Value criteria which included: (a) Contractor's qualifications, experience, and references. (b)Availability of resources to provide services. (c) Contractor's ability to meet the City's needs and (d) Cost of services. The individual scores were averaged for each of the criteria and the final scores are listed in the table below: Bidders Evaluation Factors Fa l D l ` F Total Score �aJnlc Green Equipment 2 F3O0 F7OF1400[40 00 84.00 1 Company Indepth Utility Bidder did not meet F15 (J0 5 00 F93FX technical points;therefore, Solutions, LLC. ti cost was not evaluated i After evaluation, the panel concluded that Green Equipment Company presented the best value to the City. Therefore, the panel recommends that Council authorize the radiodetection sewer equipment and repair service agreement with Green Equipment Company. No gurantee was made that a specific amount of services would be purchased. Staff certifies that the recommended vendor bid meet specifications. FUNDING: Funding is budgeted in the Water Department's rollup within the Water& Sewer Operating Fund. DVIN-BE: A waiver of the goal for Business Equity subcontracting requirement is approved by the DV1N-BE, in accordance with the Business Equity Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERMS - Upon City Council approval,this agreement shall begin upon execution and expire one year from that date. RENEWAL OPTIONS - The agreement may be renewed for four(4) additional one-year renewal periods.This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. FISCAL INFORMATION 1 CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Water and Sewer Fund to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred,the Water Department has the responsibility to validate the availability of funds. BQNII FUND IDENTIFIERS IDs): TO Fund Department ment Account Project Pro if) gramActivity Budge Year t (C Reference art Id 2) Amount FROM Fund Department Account Project ProgramActivity Ydart (Chant ce 2) Amount ID if)CERTIFICATIONS: Submitted for City Manager's Office by: Reginald Zeno (8517) Dana Burghdoff (8018) Anthony Rousseau (833$) Originating Department Head: Chris Harder (5020) Cynthia Garcia (8525) Additional Information Contact: A ja Robertson (85$5) ATTACHMENTS 1. 1.3P22-0076 RADIODETECTION SEWER EQUIPMENT AND REPAIRS Ago- (CFW Internal) 2. 22-0076 Waiver Radio Detection Sewer Equip and Repair 020422 NW.pdf (CFW Internal) 3. Copy of FID TABLE FOR RADIODETECTION SEWER EQUIPMENT.xlsx (CFW Internal) 4. Form 1295 FW ITB 22-0076.gdf (CFW Internal) 5. GrcenEguipmentSAMs (1).ndf (CFW Internal)