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HomeMy WebLinkAboutContract 57749 CSC No. 57749 FORT WORTH, PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through its duly authorized Assistant City Manager, and INNOVA ENERGY SERVICES , LP("Vendor"), a PENNSYLVANIA LIMITED PARTNERSHIP COMPANY and acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A—Scope of Services or Goods; 3. Exhibit B—Price Schedule; 4. Exhibit C— Chapter 252 Exemption 5. Exhibit D—Verification of Signature Authority Form. 6. Exhibit E—Conflict of Interest Questionnaire. Exhibits A, B, C, D, and E 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, C, D, or E and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. Scope of Services.Vendor shall provide to the City consulting services on Renewable energy transactions and strategy("Services"),which are set forth in more detail in Exhibit"A,"attached hereto and incorporated herein for all purposes.. 2. Term. This Agreement begins on June 20, 2022 ("Effective Date") and expires on June 19,2023("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions,for up to three(3)one-year renewal option(each a"Renewal Term"). 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement will not exceed Forty-Thousand Dollars ($40,000.00). Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. OFFICIAL RECORD 4. Termination. CITY SECRETARY FT. WORTH, TX Sole Source Agreement Page 1 of 13 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor of such occurrence and this Agreement will terminate on the last 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 will pay Vendor for services actually rendered up to the effective date of termination and Vendor will 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 will 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 will 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 will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act.In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access.Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must 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 will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City will,until the expiration of three (3)years after final payment under this Agreement,or the final conclusion of any audit commenced during the said three years,have access to and the right to examine at reasonable times any directly pertinent books,documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will 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, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City.Vendor will 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,contractors,or contractors. 8. Liability and Indemnification. 8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,SERVANTSAND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR EITHER PROPERTYDAMAGE 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,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 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 will 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 will 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 will 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 will 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 will fully participate and cooperate with City in defense of such claim or action.City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted,Vendor will, 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 SubcontractinE. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will 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 will be 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,the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with cer ificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle"will be any vehicle owned,hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000- Bodily Injury by accident;each accident/occurrence $100,000- Bodily Injury by disease;each employee $500,000- Bodily Injury by disease;policy limit (d) Professional Liability(Errors&Omissions): $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims-made,and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees,officers,officials,agents,and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City.Ten (10) days' notice will be acceptable in the event of non-payment of premium.Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management.If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will 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 must immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors,subcontractors,and successors in interest,as part of the consideration herein,agrees that in the performance of Vendor's duties and obligations hereunder, it will 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, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth INNOVA ENERGY SERVICES,LP. Attn: Assistant City Manager—Valerie Washington Attn: David M Tucker,President 200 Texas Street 236 Public Square Fort Worth,TX 76102-6314 Franklin,TN 37064 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Employees. Neither City nor Vendor will, 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 will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does 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. Governine Law/Venue. This Agreement will 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 will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but will 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, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems;restraints or prohibitions by any court,board,department,commission,or agency of the United States or of any States;civil disturbances;other national or regional emergencies;or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance,as soon as reasonably possible after the occurrence of the Force Majeure Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only,will 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 will not be employed in the interpretation of this Agreement or Exhibits A,B,and C. 22. Amendments/Modifications/Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes,be deemed an original,but all such counterparts will together constitute one and the same instrument. 24. 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 will 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. Immigration Nationality Act. Vendor must 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 will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must 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 WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers,procedures,guides, and documentation that are created,published,displayed,or produced in conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City will 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 will 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 will 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. 27. Signature Authority. The person signing this Agreement hereby warrants that they have 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.Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Company Name or Ownership. Vendor must 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. 29. No Bove tt of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel" and "company"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the Agreement. 30. 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 that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms"boycott energy company" and"company"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and(2)will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to 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. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions (e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement,including all attachments and 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. [Signature Page to Follow] IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of By: Valerie Washington(Jun 30,202215:40CDT) this contract,including ensuring all performance and Name: Valerie Washington reporting requirements. Title: Assistant City Manager Jun 30, 2022 C&6 : Date: ,2022 By: Christian Harper(Jun 29,2 2211:59 CDT) Name: Christian Harper APPROVAL RECOMMENDED: Title: Contract Services Administrator APPROVED AS TO FORM AND LEGALITY: Tien Keezell BY: Jim Keezell(Jun 29,202212:00 CDT) Name: Jim Keezell Title: Assistant Code Compliance Director �1* p By: ChristopherA tria(Jun 30,202213:55 CDT) Name: Christopher Austria ATTEST: Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A B J ette S.Goodall(Jun 30,202215 CDT) Form 1295• N/A Y� . Name: Jannette Goodall da�40Rn��a Title: City Secretary 8A..D....Ada ��o °°0O d ~ Oj o �0 0 0 0 VENDOR: ��a*��0 oo*mod 0000000 a�"fix A� INNOVA ENERGYSERVICES,LP By: WPj.U,,4elun 29,2022 11:30 CDT) Name: David M Tucker, Title: President Jun 29, 2022 Date: 2022, OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A SCOPE OF SERVICES Innova Energy Services,LP shall provide the Solid Waste Division of Code Compliance consulting services for the evaluation of current financial and operations landfill gas terms presented to the City by Republic Services. Furthermore,Vendor will also provide consulting services for any additional projects that are requested during the performance of the existing scope of work or that arise out of additional needs identified by City staff. Vendor will provide the following consulting services related to renewable energy deal transaction strategy: Description 1. Review existing landfill contract sections for landfill gas("LFG") with Republic Services. 2. Evaluate current options that have been presented to the City regarding the development of an LFG facility at SELF. 3. Evaluate current financial model developed by City financial adviser. 4. Evaluate current term sheet provided by Republic and associated staff questions. 5. Develop pro forma regarding RIN/Gas value, tax credits and potential CO2 value. 6. Identification ofgas pipelines at or near SELF(6288 Salt Road,Fort Worth). 7. Determine what option provides the best long-term value for the City. (The current options that have been presented may not be viable and different options may need to be reviewed). EXHIBIT B PAYMENT SCHEDULE 1. Fees.For the Services under this Agreement,Vendor shall invoice City on a time and materials basis,using the following rates: Description Business Requirements Specifications $14,000 Ad Hoc Consulting Advice $350/hour All travel and other expenses that are related to the services provided under this agreement shall be reimbursed at reasonable and customary travel;however,all such travel and other expenses must be reviewed and approved by the City prior to payment. City shall not be reimburse Vendor for any travel or expenses that were not approved by the City or are determined by the City to not be related to the services provided under this agreement. 2. Payment Schedule.City shall make payment within 30 days after receipt of an accurate and undisputed invoice from Vendor. EXHIBIT C CHAPTER 252 EXEMPTION FORM FORT WORTH CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorney for review.The attorney will review the information you have provided to determine whether an exemption to Chapter 252's biding requirements is defensible. If you are printing this form to provide to Legal,please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General Information Requesting Department: Code Compliance Name of Contract Manager: Christian Harper Department's Attorney: Chris Austria Item or Service sought: Goods: ❑ Service: Anticipated Amount: $40,000 Vendor: INNOVA ENERGY SERVICES, LP Current/Prior Agreement for item/service: Yes ❑ No CSC or Purchase Order#: N/A Amount: N/A Projected M&C Date: N/A How will this item or service be used? Evaluation of current financial and operations landfill gas terms presented to City y Republic Services. Development and presentation of options available to City for landfill gas and associated credits generated from landfill gas production and sale. 13 Section 2: Claimed Exemption and Justification (Other than sole source) NOTE - For a claimed sole-source exemption, complete Section 3. Please indicate the non-sole-source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions: n A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents; n A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; F1 A procurement for personal,professional, or planning services; n A procurement for work that is performed and paid for by the day as the work progresses; n A purchase of land or a right-of-way; n Paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; n A public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; n A payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; n Personal property sold: • at an auction by a state licensed auctioneer; • at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; • by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or • under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; n Services performed by blind or severely disabled persons; n Goods purchased by a municipality for subsequent retail sale by the municipality; n Electricity; or 14 n Advertising, other than legal notices. Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. The consultant will provide the following consulting services related to renewable energy deal transaction strategy: -Review existing landfill contract sections for landfill gas ("LFG') with Republic Services. -Evaluate current options that have been presented to the Company regarding the development of an LFG facility at SELF. -Evaluate current financial model developed by Company financial adviser. -Evaluate current term sheet provided by Republic and associated staff questions. -Develop pro forma regarding RIN/Gas value,tax credits and potential CO2 value. -Identification of gas pipelines at or near SELF (6288 Salt Road, Fort Worth). -Determine what option provides the best long-term value for the Company. (The current options that have been presented may not be viable and different options may need to be reviewed). There are specialized requirements the consultant must have in order to complete this work. They include 20+years of experience with the RNG industry,knowledge of and participation in the EPA RFS2 RINs market, In addition they must have the following experience: 1-Project Registration with EPA (serve as RIN Generator) or 3rd Party Certifier: Register the RNG project with the EPA or 3rd party certifier. Manage 3rd party engineering review and register pathways including multiple end-users,underground storage assets, pipeline pathways and other information. Manage quarterly/annual QAP audits. Maintain compliance with the EPA RFS2 or other programs for valid Credit generation. 2-Credit or RIN Generation: For valid credit or RIN generation, handle all administrative and reporting requirements (RNG production statements,tracking of gas injected/withdrawn from storage, pipeline statements, sustainable buyer or CNG station usage, timely reporting and uploading to EMTS or 3rd party certifier, quarterly affidavits, annual audits, 3y engineering review, EPA producer updates, compliance reporting, etc.). 3-Monetization of Credits or RINs: Market and sell credits or RINs. No internal use or transfer of RINs to an affiliate or business partner. Full price transparency of credit or RINs monetization. Developer can retain decision-making control regarding price and tenor(spot market price, fixed price/volume/term, average monthly price, forward pricing strategies). Section 3: Claimed Sole-Source Exemption and Justification NOTE - For any non-sole-source exemption, complete Section 2. Please indicate the sole-source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions n *A procurement of items that are available from only one source, including: 15 • items that are available from only one source because of patents,copyrights, secret processes, or natural monopolies; • films,manuscripts, or books; • gas, water, and other utility services; • captive replacement parts or components for equipment; • books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and • management services provided by a nonprofit organization to a municipal museum, park, zoo, or other facility to which the organization has provided significant financial or other benefits; How did you determine that the item or service is only available from one source? Attach screenshots and provide an explanation of any independent research you conducted, through internet searches, searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source. Did you attach a sole source justification letter? ❑ Yes ❑ No Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). Section 4: Attorney Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? F1 Yes n No. Was there anything attached to this form that was relied on in making this determination? n Yes M No. If yes, please explain: Was there anything not included on this form or attached hereto that was relied on in making this determination? n Yes M No. If yes,please explain: 16 Will the standard terms and conditions apply? F1 Yes n No. Will the contract require special terms? n Yes F1 No. Will the contract require review by the department attorney? F1 Yes n No. Approved By: W Date: 6/l/2022 ylor Paris/Jessika Williams Assistant City Attorney 17 EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY INNOVA ENERGY SERVICES,LP 236 PUBLIC SQUARE FRANKLIN,TN 37064 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority.City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: David M Tucker Position: president QAWWPAW.U*un 29,2022 11:30 CDT) Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: David M Tucker DAWPVAAU*un 29,202211:30 CDT) Signature of President/CEO Other Title: Date: EXHIBIT E CONFLICT OF INTEREST QUESTIONNNAIRE CONFLICT OF INTEREST QUESTIONNAIRE FORM CEO For vendor doing business with local governmental entayr '€his questionnaire reflects clianges rnad¢ to the law ty H.B. 23. 64th Leg., flegular SeSW.017. OFF-ICE USE ONU This qi�estionnas;e is being 4jged in actor glance vMil Chapter 176,Local G(YvQr.rr ent code, ,r.. F„,_s�A by'avendorwho has abr:stness rela:ipns;tip as defined by Se,tidtn 17&00!(1-a',•with a loca` gcve menta'entity a?d tileve!Aor Meets requirements under Section 175.006fa1. By law t}iisr}u stiQllnaa rnusl be filed with the records adwInisirar-og of the loc-al gover-mentai entity not Wear than the 7 th busineacs day dite the date Vie V!�,ndGr becont os avyara of f C?5 hatrNcrfre;he staiernant to befi`ed. SJ�Se�tiat177�.g�6ta 1 j.Luca.GareRn_r�r,.t cede R vendor copim'is an offense if the vendor kno:vingly violates Soction 176.6g8, Lnca; Governrnent Code,A n offense under fts.section is a�-r3sdemeamllr, t t title ofvenclarvrlad�ll�ts a t�r�slatesg.relativns[tlpvtrltfi tea al goverarnantal entity. 2 Chock this box ifyo€t are filing an update to a p vlotssly fllecl gtt�sciartt airy. Jhe iaw requires that ycau file an updated completed cluesticnr,airs with the appwpriate fili;jg €rutilority 1•st later that: the 7tn 6tis r;ess day alter the data un v;hich yo:j becamc-aware that tr;=a!igirlalhy ffl�k qu-stionr;ar was incomplet& Or inacourate.'r 3 Narne.of local government officer a:bXtrtwftrrrtt the fntcrnianon in this section is boincd clisclosed. kZ4 Marne of officer This soctian (item '24 including Dubparts A., e: C. e,. Cf must Fe complete..i for each officer +;itrl u,?larn tt^e vendor has an P.mr,kyment or itherbusiness relationship as defined by Section 17E,.00104y,Local Grn+e,rznent Cn&_ Attach additic.nai pages to this F,3,nn r.10 as necessary A. Is local tgovRrnment officer named in this section res,-ivinc Cr likely to rece e taxable isrccrrtle. at3 er tl7aE1 irn,-_stmenit aisle, from tilS'Vef JOT? yes F� No i3. Is the vortdar receikein+g or ijkely to receive iaYaksle income,odiw than invesmierit lttr_o ae,from or at the d n:-t tier!cif the iotal governmem office* narned in this.seoJDrr ANn the taxable =nr cm is not recewc-d r.,Dm thin local governmental entity" 1-1 Yes FI No C_ ]s ,I a filar®f.this guesricr rlaire ernfyl©serf by a corpuraticr or other L LrGlrlgs; entity respect €w Wdhich the iocal government officet serves as an cif cer or director. or holds an owriers[7ip i Merest of orl Percent or More'% El 1-1 1 D? Dpscribe each employment or bLjsi,,ncss and fanllly relationship Willi: tl:e'aca gOvernmRnt, officer rvanisd in t;ia section_ :gnatare of'vendor uo 'Ous s vd;Ji fne govemTenlal e.-'.ivf 2;a:p, Arloti cc 8;7 2n r