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Home My WebLink AboutContract 58646 CSC No.58646 CONTRACTOR SERVICES AGREEMENT THE REYNOLDS COMPANY SOLE SOURCE "Phis CONTRACTOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and The Reynolds Company an entity authorized to perform work in Texas, acting by and through its duly authorized. This Agreement shall be effective as of the Effective Date established herein. AGREEMENT DOCUMENTS: The additional documents comprising this Contractor Services Agreement shall include the following: 1. Attachment A—Standard Terms and Conditions Parts I and II 2. Attachment B--The City's Sole Source Scope Request; 3. Attachment C—Contractor's Response to City's Sole Source Request; 4. Attachment D-- Insurance and Bonds; 5. Attachment E- Verification of Signature Authority Form; 6. Attachment F—Conflict Of Interest Disclosure Requirement; 7. Attachment G—Vendor's Contact Information. Attachments A - D. are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Attachments A-C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. I SCOPE OF SERVICES Contractor hereby agrees to provide electrical supplies and support for the City of Fort Worth Water Department as per Attachments B and C which more specifically describe the services to be provided hereunder. 2. TERM This Agreement is effective as of the date subscribed below by the City's designated Assistant City Manager ('`Effective Date") and shall expire on the immediately following September 30"' ("Initial Term"). Upon the expiration of the Initial Term, the Agreement shall renew automatically under the same terms and conditions for up to four (4) one-year renewal periods (October I to September 30) and for a fifth renewal period which shall expire on the month and day of the Effective Date creating a five year total duration. City may elect or Contractor may request a non-renewal by providing the other party with notice of same at least 60 days before the expiration of the Initial Term or any renewal period. 3. COMPENSATION City shall pay Contractor in accordance with the provisions of this Agreement and Attachment B. The annual contract amount under this Agreement, per term, shall be the amount of or up to $100,000.00. For any term that is less than a full year, the Contract Amount shall be pro-rated based on the number of calendar months in the term and work performed. The Contract Amount shall not change in any subsequent renewal period, except as provided in the Sole Source. Contractor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City SOLE SOURCE—I'dectrical Supplies&Support Page 1 of 26 OFFICIAL RECORD Contractor Services Agreement CITY SECRETARY FT.WORTH,TX requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless City First approves such expenses in writing. 4. TERMINATION/CANCELLATION Termination: The City reserves the right to terminate this agreement, or any part hereof, with or Without cause, for its sole convenience. The City shall deliver to Contractor a written "Notice of Termination" specifying the extent to which performance of work or the goods to be purchased under the order is terminated and the date upon which such termination becomes effective. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. The Contractor shall be paid a percentage of the agreement price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to the reasonable satisfaction of the City, incurred as a result of the termination. In no event shall the total of all amounts paid to the Contractor under this section exceed the price stated in the Agreement. The Contractor shall not be reimbursed for any profit which may have been anticipated, but which have not been earned up to the date of termination. Cancellation: City shall have the sole right to cancel this contract prior to the commencement of work should there be a change in the need for the product or services as determined by the Department Head or his/her Assistant City Manager. Non-Appropriation of Funds: In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract, then City will immediately notify Contractor of such occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to City of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement. Contractor hereby agrees immediately to make full disclosure to City in writing. Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. Unauthorized Access. Contractor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City hnformation in any way. Contractor 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, Contractor 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. SOLE SOURCE—Flectrical Supplies& Support Page 2 of 26 Contractor Services Agreement 6. INDEPENDENT CONTRACTOR It is expressly understood and agreed that Contractor shall operate as an independent Contractor as to all rights and privileges and work performed under this Agreement, and not as an agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor shall have the exclusive right to control the details of its operations and activities and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subcontractors. Contractor acknowledges that the doctrine of responcleat superior shall not apply as between City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants, Contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that City shall in no way be considered a co-employer or a joint employer of Contractor or any officers, agents, servants, employees or subcontractor of Contractor. Neither Contractor, nor any officers, agents, servants, employees or subcontractor of Contractor shall be entitled to any employment benefits from City. Contractor 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. 7. LIABILITY AND INDEMNIFICATION LIABILITY - CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION IVITIl THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8. ASSIGNMENT Contractor shall not assign any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor and assignee shall be jointly liable for all obligations of Contractor under this Agreement prior to the effective date of the assignment. 9. INSURANCE AND BONDING Contractor shall provide City with certificate(s) of insurance documenting policies of the types and minimum coverage limits and performance and/or payment bonds (if required) each to be in effect SOLE SOURCE—Electrical Supplies&Suppprt Page 3 of 26 Contractor Services Agreement prior to commencement of any work pursuant to this Agreement as provided for in Attachments D or D-1 (if applicable). 10. COMPLIANCE WITH LAWS,ORDINANCES, RULES AND REGULATIONS Contractor 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 as set forth in Attachment A, Part II, Section 14. If City notifies Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. 11. NON-DISCRIMINATION COVENANT Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor'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, including Chapter 17, Article III, Division 3 of the Fort Worth Code. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON- DISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 12. NOTICES Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by electronic means 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 CONTRACTOR: City of Fort Worth The Reynolds Company Attn: Shatabya Bergland, Contract Compliance 2680 Sylvania Cross Drive Specialist Fort Worth,TX 200 Texas Street Phone: Z I t-1 Fort Worth,TX 76102-6314 Facsimile:_ Email: Shatabya.Bergland y fortworthtexas.gov Email: e'171,1S Phone: 817-392-4940 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address 13. SOLICITATION OF EMPLOYEES Neither City not,Contractor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent SOLE SOURCE—Electrical SupplieS&Support Page 4 of 26 Contractor Services Agreement 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 independently responds to a general solicitation of advertisement of employment by either party. 14. 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. 15. NO WAIVER The failure of City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 16. GOVERNING LAW/VENUE This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. 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. 18. FORCE MAJEURE City and Contractor 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 Ina.eure or other causes beyond their reasonable control, including, but not limited to,acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority and/or any other similar causes. 19. 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. 20. ENTIRETY OF AGREEMENT This Agreement, including its attachments and exhibits, contains the entire understanding and agreement between City and Contractor, their respective assigns and successors-in-interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 21. WARRANTY SOLE SOURCE—Electrical Supplies& Support Page 5 of 26 Contractor Services Agreement Contractor warrants that its services will be of a professional duality and conform to generally prevailing industry standards. Contractor warrants that it will perform all services under this contract in a safe, efficient and ]awful manner using industry accepted practices, and in full compliance with all applicable state and federal laws governing its activities and is under no restraint or order which would prohibit performance of services Wider this contract. This warranty, as to services, shall expire 30 days from the date of the particular site visit. Additional specific warranty provision are found in Attachment A, Part I, Sections 9-13. All warranty provisions shall survive the expiration of this Agreement. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES (WHETHER WRITTEN, ORAL, IMPLIED, OR OTHERWISE), AND ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED. If Contractor provides parts in connection with the service, Contractor warrants that the parts are free of defects in material and workmanship; this warranty shall expire ninety (90) days from the date City accepts such part and service. If service (and/or parts provided in connection therewith) does not meet the above-stated warranties, City shall promptly within the applicable above-stated warranty period notify Contractor in writing. Contractor shall as its sole responsibility under warranty (i) re-perform the non-conforming portion of the service and (if applicable) repair or (at City's option) replace the nonconforming part,or(ii) provide a refund or credit allocable to the nonconforming portion of the service/part. Contractor also offers different warranties on specific models in its portfolio, not to be less than 18 months from shipment and 12 months after start up. Some models carry specific component warranties for longer durations- from 2yrs-10yrs. For purchases of equipment, warranty shall be defined in Contractor's quotation. City shall give written notice of a breach of any warranty within thirty (30) days from the date that the cause for same is discovered. 22. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Contractor, unless a sole proprietor, acknowledges that in accordance with Chapter 2270 of the Texas Government Code, if Contractor has 10 or more full time-employees and the contract value is $100,000 or more, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and '`company' shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Contractor certifies that Contractor's signature provides written verification to the City that if Chapter 2270, Texas Government Code applies, Contractor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the contract. 23. LICENSES AND PERMITS Contractor certifies that on the day work is to continence under this contract, and during the duration of the contract, it shall have and maintain current valid and appropriate federal and state licenses and permits necessary for the provision of services under this contract. Contractor also certifies that if it uses any subcontractor in the performance of this agreement, that such subcontractor shall have and maintain current valid and appropriate federal and state licenses and permits necessary for the provision of services under this contract. SOLE SOURCE—Electrical Supplies& Support Page 6 of 26 Contractor Services Agreement 24. CONSEQUENTIAL DAMAGES UNDER NO CIRCUMSTANCES SHALL CONTRACTOR BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE. 25. LIMITATION OF LIABILITY EXCEPT FOR INDEMNITY CLAIMS UNDER SECTION 7 WHICH ARE NOT CAPPED, THE TOTAL LIABILITY, IN THE AGGREGATE, OF CONTRACTOR ARISING FROM OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO PERFORMANCE OR BREACH THEREOF) AND/OR THE SERVICE SHALL BE LIMITED TO AMOUNTS RECEIVED BY CONTRACTOR UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 26. HEADINGS NOT CONTROLLING Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 27. REVIEW OF COUNSEL The parties acknowledge that each party and its counsel have had an opportunity to review and revise 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 or its attachments. 28. 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. 29. 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 Contractor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Attachment E. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. ACCORDINGLY, the parties hereto have duly executed this Agreement and established the Effective Date as being the date subscribed by the City's designated Assistant City Manager. SOLE SOURCE—Electrical Supplies& Support Page 7 of 26 Contractor Services Agreement Prohibition on Boycotting Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2),the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more,which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2).To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor:(1)does not boycott energy companies; and (2)will not boycott energy companies during the term of this Agreement. Prohibition on Discrimination Against Firearm and Ammunition Industries Contractor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code(as added by Acts 2021,87th Leg., R.S.,S.B. 19,§1),the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more which will be paid wholly or partly from public funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2)will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms"discriminate,""firearm entity"and"firearm trade association"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2)will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. BY: The Reynolds Company t Name: Title:!PC,- e I C �,X I—, - 'Te. Date: k,t �C��L.ii� e- - CITY OF FORT WORTH: CONTRACTOR: The Reynolds Qornpany Dana Burandaff By: Dana surghdoff(15ec21,202217:58CST) By: G Name: Dana Burghdoff Name:l'%-,�l i d t %�j Title: Assistant City Manager Title: Date: Date: E_ 17,0�J APPROVAL RECOMMENDED: By: Christopher Harder(Dec 21,202207:35 CST) Name: Chris Harder bp4vonn4 Title: Water Department Director as FOR), 4z &�F0000000,,lYod�C ATTEST: �� oo oz0. � By: 4ioffietteS.Goodall(Dec 22,202215• CST a44rl CA5o4a bUpvnd� Name: Jannette Goodall Title: City Secretary APPROVED AS TO FORM AND LEGALITY: CONTRACT COMPLIANCE MANAGER: WI By signing I acknowledge that I am the person By: D$lack(Dec 21,202211:24 CSC ._ responsible for the monitoring and Name: Douglas W Black administration of this contract, including Title: Sr. Assistant City Attorney ensuring all performance and reporting CONTRACT AUTHORIZATION: requirements. M&C: N/A '3'6 �g Date: N/A By: 1295#N/A Name: Shatabya Bergland Title: Contract Compliance Specialist OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX SOLE SOURCE-Electrical Supplies&Support Page 8 of 26 Contractor Services Agreement ATTACHMENT A PART- I SPECIFIC TERMS AND CONDITIONS 1.0 CHANGE IN COMPANY NAME OR OWNERSHIP The Contractor 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 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. 2.0 INVOICING REQUIREMENTS 2.1 All invoices should be submitted directly to the contracting Department. It is the responsibility of the Contractor to obtain the name and contact information of the Department's project manager to whom invoices shall be submitted. 2.2 A properly prepared invoice shall be typewritten or computer printed and shall include the Contractor's name, phone number/email address, federal tax identification number, Sole Source number or invoice number, address,date, service or item description, unit price, extended cost, and City issued purchase order number. Incomplete or inaccurate invoices may result in delayed payments, as they shall be returned to the Contractor for correction and re-submittal. 2.3 Under no circumstances will the City be responsible for goods or services provided without an Agreement signed by an authorized city representative. 3.0 UNIT PRICE ADJUSTMENT 3.1 The unit prices may be adjusted for increases or decreases in Contractor's cost during a renewal period but not before the effective date of a renewal and only upon written request from the Contractor. 3.2 The Contractor must submit its price adjustment request, in writing, at least 60 days before a renewal effective period. The Contractor shall provide written proof of cost increases with price adjustment request. 3.3 If the City does not accept the proposed rate increase, the City reserves the right to adjust the rate request, or reject the rate request in its entirety and allow the contract to expire at the end of the contract term. 3.4 Prices adjusted with a renewal, shall remain firm for each correlative term of the Agreement. 3.5 Upon expiration of the Agreement term, Contractor shall remain obligated to the City under all clauses of this Agreement that expressly or by their nature extends beyond and survives the expiration or termination of this Agreement. SOLE SOURCE—Electrical Supplies& Support Page 9 of 26 Contractor Services Agreement 3.6 Goods and/or services shall not be suspended by the Contractor Without a 30 day prior written notice to the City. SOLE SOURCE—Llectrical Supplies& Support Page 10 of 26 Contractor Services Agreement 4.0 QUANTITIES The quantities listed on the Part I-A Bid Solicitation Form are estimates and do not indicate intent to purchase a certain amount or any amount. The City of Fort Worth is obligated to pay for only those materials and services actually ordered by an authorized City employee and then received as required and accepted by the City. 5.0 INSURANCE AND BONDING REQUIREMENTS Insurance requirements are found in the Agreement, Attachment D. A valid certificate of insurance shall be provided with the signed Agreement. Failure to provide such information within five (5) calendar days thereof may be grounds for termination of the Agreement. Policies shall have no exclusions by endorsements which nullify the required lines of coverage, nor decrease the limits of said coverage unless such endorsements are approved by the City. In the event a contract has been bid or executed and the exclusions are determined to be unacceptable or the City desires additional insurance coverage, and the City desires the Contractor to obtain such coverage, the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. When Payment and/or Performance Bonds are required as per Texas Government Code Chapter 2253, et seq., as amended, the Contractor must provide the bonds in the amounts and on the conditions required, within 14 calendar days after notification of award, or as otherwise required. A Payment Bond is required for a contract greater than $50,000 and a Performance Bond is required for a contract greater than $100,000. If said bonds are required,the forms will be attached to the Agreement as Attachment D-1. 6.0 COMPLAINTS Complaints processed through the City Purchasing Division are to be corrected within fourteen (14) days of formal notice of complaint. Written response to the Purchasing Division is required. Failure to properly resolve complaints within the fourteen (14) calendar day time period may result in the cancellation of the applicable line item(s) in the price agreement. 7.0 SUBCONTRACTING Subcontracting of the work under this Agreement will be allowed provided Contractor notifies the Project Manager at least 24 hours in advance. If Contractor intends to engage a subcontractor(s) to perform any of its obligations herein, subcontractor(s) shall agree to be bound by the duties and obligations of Contractor under the Contract as such duties and obligations may apply. Contractor shall upon request, provide City with a fully executed copy of any agreement making such subcontract. 8.0 DELIVERY 8.1 Delivery shall be F.O.B. Destination and all other delivery charges shall be included in the unit price. The person placing the order will provide delivery and billing information. No additional charges for expenses, fi-eight, mileage, time, or similar items will be accepted or paid by the City. SOLE SOURCE—Electrical Supplies&Support Page 11 of 26 Contractor Services Agreement 8.2 There may be instances when the Contractor may be asked to accelerate delivery of an order or services due to extenuating or emergency circumstances. When this occurs, the Contractor will be expected to provide this service at no additional cost, however, the City shall be responsible for the additional expedited freight charges. 8.3 In the event the Contractor is unable to meet the original delivery date(s), the City must be contacted immediately, but prior to the due date, and seek an extension of delivery time. Failure to comply with the delivery terms may be grounds for canceling order(s) or services, or the entire Agreement. 8.4 Delivery tickets must include the City's Blanket Order Number and the ordering department's Release Number. 8.5 Delivered items that are determined to be defective or not meeting bid specifications shall be picked up and replaced by the Contractor, or the Contractor's designee, at no cost to the City. If the item (s) are not picked up within one (1) week after notification, the item shall become a donation to the City for disposition. 8.6 Material Safety Data Sheets(if applicable) 8.6.1 A Material Safety Data Sheet (MSDS) for each toxic or hazardous substance or mixture containing such substance, pursuant to Revised Statutes Annotated (RSA) Chapter 277-A (277-A), shall accompany each delivery. Delivery of toxic or hazardous substance or mixtures containing such substance without MSDS sheets shall not be accepted. Delivered containers shall be properly labeled pursuant to RSA 277-A. 8.6.2 Failure to submit the required MSDS sheets and/or label each container in accordance with RSA 277-A, shall place the Contractor in non-compliance and shall result in civil or criminal penalties. The Contractor furnishing substances or mixtures subject to RSA 277-A, is responsible for adhering to and being in compliance with this law. Failure to comply with RSA 277-A,shall result in the cancellation of an order. 9.0 WARRANTIES 9.1 The Contractor shall provide a warranty to include at a minimum, but not limited to the following: 9.1.1 Intentionally Deleted. 9.1.2 Contractor agrees to repair or replace promptly, on a one-for-one basis without additional cost to the City of Fort Worth, any and all defective work and products. The City defines "prompt" repair or replacement to be an on-site response within twenty- four (24) hours after notification by authorized City personnel and a repair and replace defective work as reasonably required under the circumstances. 9.1.3 This warranty shall continue for a period of 90 days from date of acceptance of products and work by the City. 9.1.4 The Contractor shall as its sole responsibility under warranty remedy at the Contractor's expense any non-conforming or defective products or work. 9.1.5 Intentionally Deleted. SOLE SOURCE—Elcctrical Supplies& Support Page 12 of 26 Contractor Services Agreement 9.1.6 Intentionally Deleted. 9.1.7 If the Contractor fails to remedy any failure, defect, or damage within a reasonable time after receipt of notice, the City of Fort Worth shall have the right to replace, repair, or otherwise remedy the failure, defect, or damage at the Contractor's expense, which shall be limited to reasonable, direct and out-of-pocket costs incurred by the City of Fort Worth. 9.1.8 This warranty shall not include failures attributable to accident, fire, or negligence on the part of City personnel. 9.2 With respect to all warranties, from manufacturers, or suppliers for work performed and materials furnished under this contract,the Contractor shall: 9.2.1 Obtain all warranties that would be obtained in normal commercial practice; 9.2.2 Enforce all warranties for the benefit of the City of Fort Worth. THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, OR CONDITIONS, WRITTEN OR ORAL, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES, OR CONDITIONS, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE DISCLAIMED. 10.0 PRICE COMPETITIVENESS 10.1 The price to be paid by City shall be that contained in Contractor's proposals In the event City determines that the price is not competitive, City may request that the prices of the items be reduced to in a i n t a i n c o in p e t i t i v e n e s s, or in the alternative upon City's option, City shall have the right to cancel this contract for convenience and without any liability to Contractor for breach or for Contractor's actual expense. Such remedies are in addition to and not in lieu of any other remedies which Contractor may have in law or equity. 10.2 Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Contractor for the purpose of securing business. For breach or violation of this warranty, City shall have the right, in addition to any other right or rights arising pursuant to said purchase(s), to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage or contingent fee, or otherwise to recover the full amount thereof. 11.0 PRODUCT WARRANTY Contractor shall not limit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of Contractor. Contractor warrants that the goods furnished will conform to City's specifications, drawings and descriptions listed in the proposal invitation, and the sample(s) furnished by Contractor, if any. In the event of a conflict between City's specifications,drawings, and descriptions, City's specifications shall govern. 12.0 SAFETY WARRANTY SOLE SOURCE—Electrical Supplies& Support Page 13 of 26 Contractor Services Agreement Contractor warrants that the product sold or services provided to City shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act(OSHA) of 1970, as amended. In the event the product or services do not conform to OSHA standards, City may return the product for correction or replacement at Contractor's expense or City may terminate the contract. In the event Contractor fails to make appropriate correction within a reasonable time, any correction made by City will be at Contractor's expense. Where no correction is or can be made, Contractor shall refund all monies received for such goods or services within thirty (30) days after request is made by City in writing and received by Contractor. Notice is considered to have been received upon hand delivery, or otherwise in accordance with the Notice provisions of this contract. Failure to make such refund shall constitute breach and cause this contract to terminate immediately. 13.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 13.1 If applicable to the services being provided, the CONTRACTOR warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section each individually referred to as a "Deliverable" and collectively as the "Deliverables,")do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. 13.2 If applicable to the services being provided, CONTRACTOR shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. 13.3 If applicable to the services being provided, CONTRACTOR agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as CONTRACTOR bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, CONTRACTOR shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with CONTRACTOR in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have 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, CONTRACTOR shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give CONTRACTOR timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate CONTRACTOR's duty to indemnify the City under this Agreement. If the SOLE SOURCE—Electrical Supplies&,, Support Page 14 of 26 Contractor Services Agreement Deliverable(s), 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, CONTRACTOR shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s)with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to CONTRACTOR, terminate this Agreement, and refund all amounts paid to CONTRACTOR by the City, subsequent to which termination City may seek any and all remedies available to City under law. 14.0 SAFETY The Contractor shall be responsible for creating and maintaining its own safety plan meeting all federal, state, county or city laws,ordinances and regulations. 15.0 HAZARDOUS CONDITIONS The Contractor is required to notify the City immediately of Contractor's discovery of any hazardous conditions during performance of the services. City may suspend contractor's work for such reasonable time as is necessary to evaluate the possible hazardous conditions and to develop a plan for managing same. Contractor and City may negotiate a change order, if necessary, for Contractor to continue its work if the original conditions have materially changed due to the discovery of hazardous conditions. SOLE SOURCE—Electrical Supplies& Support Page 15 of 26 Contractor Services Agreement PART-Il GENERAL TERMS AND CONDITIONS 1.0 DEFINITION OF CITY The City of Fort Worth, its officers, agents, servants, authorized employees, contractors and subcontractors who act on behalf of various City departments, bodies or agencies. 2.0 DEFINITION OF CONTRACTOR The consultant, service provider(s), supplier, or other provider of goods and/or services, its officers, agents, servants, employees, contractors and subcontractors who act on behalf of the entity which is engaged in a contract with the City. 3.0 PUBLIC INFORMATION Any information submitted to the City of Fort Worth may be requested by a member of the public under the Texas Public Information Act. If the City receives a request for a Contractor's proprietary information, the Contractor listed in the request will be notified and given an opportunity to make arguments to the Texas Attorney General's Office (the "AG") regarding reasons the Contractor believes that its information may not lawfully be released. If Contractor does not make arguments or the AG rejects the arguments Contractor makes, Contractor's information will be released without penalty to the City. 4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of City shall have a financial interest, direct or indirect, in any contract with City or be financially interested, directly or indirectly, in the sale to City of any land, materials, supplies or services, except on behalf of City as an officer or employee. Any willful violation of this section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall thereby forfeit his office or position. Any violation of this section with the knowledge, expressed or implied, of the person or corporation contracting with the City Council shall render the contract invalid by the City Manager or the City Council. (Chapter XXVII, Section 16,City of Fort Worth Charter) 5.0 ORDERS 5.1 No employees of the City or its officers, agents, servants, contractors or subcontractors who act on behalf of various City departments, bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers, purchase order numbers, or release numbers issued by the City. The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2), or (3). In the case of emergencies, the City's Purchasing Division will place such orders. 5.2 Acceptance of an order and delivery on the part of the Contractor without an approved contract number, purchase order number, or release number issued by the City may result in rejection of delivery, return of goods at the Contractor's cost and/or non-payment. 6.0 CONTRACTOR TO PACKAGE GOODS If applicable to the scope of work. Contractor will package goods in accordance with good commercial practice. Each shipping container, shall be clearly and permanently marked as follows: (a)Contractor's name and address: (b) Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Contractor shall bear the SOLE SOURCE—Electrical Supplies&Support Page 16 of 26 Contractor Services Agreement cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 7.0 SHIPMENT UNDER RESERVATION PROHIBITED Contractor is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. 8.0 TITLE AND RISK OF LOSS If applicable to the scope of work, the title and risk of loss of the goods shall not pass to City until City actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptance of the goods. 9.0 PLACE OF DELIVERY If applicable to the scope of work, the place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase change order, or release order. 10.0 RIGHT OF INSPECTION If applicable to the scope of work, City shall have the right to inspect the goods upon delivery before accepting them. Contractor shall be responsible for all charges for the return to Contractor of any goods rejected as being nonconforming under the specifications. 11.0 SOFTWARE LICENSE TO CONTRACTOR If this purchase is for the license of software products and/or services, and unless otherwise agreed, Contractor hereby grants to City, a perpetual, irrevocable, non-exclusive, nontransferable, royalty free license to use the software. This software is "proprietary" to Contractor, and is licensed and provided to the City for its sole use for purposes under this Agreement and any attached work orders or invoices. The City may not use or share this software without permission of the Contractor; however City may make copies of the software expressly for backup purposes. 12.0 OWNERSHIP OF WORK PRODUCT If applicable to the scope of work, Contractor agrees that City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in Conjunction with the services provided under this Agreement (collectively, "Work Product"). However, Contractor 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). Contractor hereby grants to the City, a royalty fi-ee, perpetual, world-wide, non-exclusive, non-assignable, non-sublicensable license to use the said intellectual property solely for the purpose of installing,operating and maintaining the goods and equipment. SOLE SOURCE—Electrical Supplies& Support Page 17 of 26 Contractor Services Agreement 13.0 NETWORK ACCESS The City owns and operates a computing environment and network(collectively the "Network"). If Contractor requires access, whether onsite or remote, to the City's network to provide services hereunder, and the Contractor is required to utilize the Internet, Intranet, email, City database, or other network application, Contractor shall separately execute the City's Network Access Agreement prior to providing such services. A copy of the City's standard Network Access Agreement can be provided upon request. 14.0 LAWS, REGULATIONS, AND ORDINANCES The Contractor shall be responsible for meeting all Federal: laws, ordinances and regulations; State: laws, 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 Contractor is required to comply with new policy. Any mandates requiring the City to comply with new guidelines will also require the Contractor to comply. 15.0 IMMIGRATION NATIONALITY ACT Contractor 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, Contractor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Contractor employee who is not legally eligible to perform such services. CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Contractor, shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 16.0 HEALTH, SAFETY. AND ENVIRONMENTAL REQUIREMENTS Services, products, materials, and supplies provided by the Contractor must meet or exceed all applicable health, safety, and the environmental laws, requirements, and standards. In addition, Contractor agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and inspections necessary to provide the products or to perform the services hereunder. Contractor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 17.0 RIGHT TO AUDIT Contractor agrees that the City, or City's authorized representative, shall, until the expiration of three (3) years after final payment under this contract and at no additional cost to City, have access to and the right to examine and copy any directly pertinent books, computer disks, digital files, documents, papers and records of the Contractor involving transactions relating to this contract. Contractor agrees that the City shall have access, during normal working hours, SOLE SOURCE—Electrical Supplies& Support Page 18 of 26 Contractor Services Agreement to all necessary Contractor facilities, and shall be provided adequate and appropriate workspace, in order to conduct audits in compliance with the provisions of this section. City shall pay Contractor for reasonable costs of any copying in accordance with the standards set forth in the Texas Administrative Code. The City shall give Contractor reasonable advance written notice of intended audits, but no less than ten (10) business days. 18.0 DISABILITY In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Contractor warrants that it and any and all of its subcontractors will not unlawfully discriminate on the basis of disability in the provision of services to general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Contractor or any of its subcontractors. Contractor warrants it will fully comply with ADA's provisions and any other applicable federal, state and local laws concerning disability and will defend, indemnify and hold City harmless against any claims or allegations asserted by third parties or subcontractors against City arising out of Contractor's and/or its subcontractor's alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. 19.0 TIME TO CURE/DISPUTE RESOLUTION 19.1 If either City or Contractor has a claim,dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement,the parties shall first provide a reasonable time to cure and then attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim,dispute,or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to cure, resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to cure or resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. 19.2 A written notice to cure may be prepared giving the Contractor 14 calendar days to cure any deficiency. 193 In the event the Contractor continues with unsatisfactory performance, the department will promptly notify the appropriate Department Head who may take appropriate action to cure the performance problem(s). 19.4 All costs to cure incurred by the City shall be paid by Contractor within 30 days of Contractor's receipt of notice of same. 19.5 The Contractor will be paid only those sums due and owing under the agreement for services satisfactorily rendered, subject to offset for damages and other amounts which are, or which may become, due and owing to the City. SOLE SOURCE—UIcctrical Supplies&Support Page 19 of 26 Contractor Services Agreement ATTACHMENT B CITY'S SOLE SOURCE SCOPE REQUEST (Inserted behind this page) SOLE SOURCE—Electrical SupplieS& Support Page 20 of 26 Contractor Services Agreement FORT NORTH 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: Water Department (Plant Ops) Name of Contract Manager: Shatabya Bergland Department's Attorney: Doug Black Item or Service sought: Goods: ❑ Service: ❑ Anticipated Amount: $100.000.00 Vendor: D Reynolds Company 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? Items and services will be used to keep multiple electrical systems and distribution systems operable for the water plants/faciltities to include switching plant distribution voltages throughout the plants as well as the distribution system where there are multiple utility feeds serving equipment and buildings, and for the UV system to be operable. Page I of 6 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: A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents: A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; Q A procurement for personal, professional, or plannim, services; A procurement for work that is performed and paid for by the day as the work progresses; A purchase of land or a right-of-way; 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; 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, [I 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; Services performed by blind or severely disabled persons; F] Goods purchased by a municipality for subsequent retail sale by the municipality; Electricity; or Page 2 of 6 ❑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.N/A 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 ❑ *A procurement of items that are available from only one source, including: • items that are available from only one source because ofpatents,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 fi-om 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 fi•om one source? See attached sole source letters from line suppliers. The line suppliers state that Reynolds is the only sole source provider in the area for their products and services. 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. [See attached letters. 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.). The products used in our Water facitilities/plants made by the line suppliers are only available Page 3 of 6 through Reynolds. Without the items/support the plants cannot operate equipment needed for the City. 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? Fj Yes El No. Was there anything attached to this form that was relied on in making this determination? M Yes Il No. If yes, please explain:Letters from Rockwall Automation, Oberkender& Associates and ABB, Inc. Was there anything not included on this form or attached hereto that was relied on in making this determination? F-1 Yes M No. If yes, please explain: Will the standard terms and conditions apply? Yes No. Will the contract require special terms? Yes No. Will the contract require review by the department attorney? M Yes F] No. Approved By: _ Date: 1 1/10/22 Taylor Paris/Jessika Williams Assistant City Attorney Page 4 of 6 ATTACHMENT C CONTRACTOR'S RESPONSE TO CITY'S SOLE SOURCE SCOPE REQUEST (Inserted behind this page) SOLE SOURCE—Electrical Supplies&Support Page 21 of 26 Contractor Services Agreement Rockwell Automation 1201 South Second Street Milwaukee,WI 53204 USA Tel 414.382.2000 Fax 414.382.4444 www.rockwellautomation.com Rockwell Automation June 14, 2022 ATTN: Tim Allen Water Systems Superintendent City of Fort Worth Water Department 817-825-7236 Tim.alien@fortworthtexas.gov Fort Worth,TX Subject—Customer and Distributor Inquiry To Whom It May Concern: This is to confirm that The Reynolds Company located at 2680 Sylvania Cross Drive, Fort Worth,TX is currently the only appointed Allen-Bradley distributor authorized to sell Allen-Bradley Standard Controls, Drives, PLC/HMI and Rockwell Software products, along with related services, in the geographic area in which the Fort Worth Water facility is located. As a matter of Company policy,full factory product and sales support is made available only to the local authorized distributor, and it is Rockwell Automation's practice and policy to always promote and recommend the use of that distributor to customers in that geographic area. Rockwell Automation discourages the use of other non-authorized sources, including distributors who may hold an Allen- Bradley appointment in another locale. Should you have any further questions, please do not hesitate to contact either The Reynolds Company distributor at(817)626-3636 or our local Rockwell Automation sales office at (972)417-5400. Respectfully, t Stephanie Clay North Texas Channel Account Manager Rockwell Automation S&C ELECTRIC COMPANY OBERLENDER&ASSOCIATES Excellence Through Innovation o3n„•rniv.,h•Hw>m•s h:�o•n,m•ouy« ary Oberlender&Associates 10421 Sanden Dr. Dallas,TX 75238 (214) 343-1946 July 20, 2022 To whom it may concern, S&C Electric Company, Oberlender&Associates (Manufacturer Rep for S&C in Texas) and The Reynolds Company entered an agreement a number of years ago that placed The Reynolds Company as the sole source provider of all S&C Products in North Texas for any and all Water and Waste Water projects. This agreement is still in place and in force today. Thank you for your interest in S&C switchgear products. Feel free to contact us if anything else is needed. Yours very truly, OBERLENDER &ASSOCIATES, INC. Wayne Keating, P.E. Sr. Territory Manager Cell 214-236-2791 EL— Industrial Solutions DATE: 6/22/2022 RE: ABB ELIS Preferred Water Market Partner ABB ELIS's preferred Water Market Partner in the DFW area is the Reynolds Company. Regards, James Bilbo Strategic Account Manager — Infrastructure Water Segment ABB, Inc. Plano, TX USA Mobile: +1 (214) 562 6590 E-Mail: James.Bilbo(d)us.abb.com � e . THE REYNOLDS 2680 Sylvania Cross Dr Quote g7g PNV T BA A 22852151-00 ,525m COMPANY Fort Worth' TX 76137 � � E. r< sut•t (817)626-3636 Fax(817)626-4951 10/20/22 11 Cost# 3178 1 0/21/22 03:58 PM to CITY OF FO127'NYOR'I'll T'HE I2EYNOLDS COMPANY VILLAGE CREEK'I'REATiN9ENT' P.O.BOX 896689 4500 WIL19A LANE CHARLOTTE,NC 28289-6689 ARLINGTON,-I-X 76012 `ffi� i CITY OF FORT WOI2TII ras VILLAGE CREEK TREATi\IENT 4-500 WII INMA LANE �� r ARLING'I ON,TX 76012 The Reynolds Company-DFNY SM-METRO W 1%IOdaysN30 QUOTES ARE VALID FOR 30 DAYS ONLY Pricing firm for 24 hrs.Subject to change based upon raw material cost. Ln Product Quantity Unit ! Price Amount # And Description Quoted Price` UM I ALBR2717PT15C22D9P 1 7289.37 E 7289,37 A-B 2711P-T15C22D9P PNLVW PLUS 7 GRAPHIC TT.•,R https:/hvWvv.reynoldsonline.com/Prodtict/allen-bradley-2711p-t]5c22d9l)?equote=true Interchange Prod:2711 P-T 15C22D9P 2 AI;BR2711PRAATI5 1 ' 396.96 T 396.9E u: A-B 2711P-RAAT15 PANELVIEW PLUS 7 SERIES Interchange Prod:2711P-RAAT15 3 ALBRI606XLE1201 1 361.62 E '361.62 A-B 1606XLE120E 120W XLEPWRSPLY Mips://w%vw.reynoldsonl ine.con,/1'rodtict/allen-bradley-1606-ale l 20e?equote=true 4 ALBR271 I PTI OC22D9P 1 4860.76 E 4866.76 A-B 2711 P-110C221)9P PANELVIEW PLUS https://wvv,xv.i-eynoldsonline.con,/Product/allen-bradley-2711p-tI0c22d9p?equote=true 5 ALBR2711PRAAT'_IO 1 305.63 E 365.63 A-B 2711P-RAAT10 PNLVW PLUS 7 SERIES ACCY Interchange Prod:2711P-RAATIO 5 Lines Total 5 Subtotal 13214.34 Quote Total 13214.34 Last Pagc Customer Copy Page 1 of 1 ® , Rockwell Automation TechConnectSM Support Renewal To renew TechConnectSM Support for another year, please review this quote and instructions below. If no changes are required, please follow the purchase order instructions outlined in Section 2.3. If changes are required before purchase, such as product or coverage changes, please contact your local Rockwell Automation Distributor. The information contained in this document consists of technical,commercial and/or financial information,which is confidential and propnetary to Rockwell Automation.Inc This information is furnished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used,in whole or in part,for any purpose other than evaluation of this document. Copyright OO 2022 Rockwell Automation,Inc,All Rights Reserved page 1 STANDARD-en(V7.1) ■ y c 1 ...Automation TechConnectsm Support Agreement - Renewal FIXED PRICE PROPOSAL 3800809358 City of fort worth wwtp Aledo, Texas Date of Issue: November 4, 2022 Quotation #: 207476 (RA Approval - QXSK10533A) Presented to: Proposed by: City of Fort Worth Wwtp Reynolds Co 12200 Old Weatherford Rd 2680 Sylvania Cross Dr Aledo, Texas 76008 Fort Worth, TX 76137-5023 expanding human possibility' City of Fort Worth Wwtp 223182 ® TechConnect"- Support Automation Fixed Price Proposal 3800809358 Contents ExecutiveSummary..............................................................................................................................3 1 ROCKWELL AUTOMATION STATEMENT OF WORK FOR SERVICES............................5 1.1 Statement of Work Summary.....................................................................................................5 1.1.1 Agreement Term....................................................................................................................5 1.1.2 TechConnectlm Support Levels ............................................................................................. 5 1.1.3 Product Coverage Details......................................................................................................5 1.2 TechConnectsm Support Information.........................................................................................6 1.2.1 TechConnectsm Support Options ...........................................................................................6 1.2.2 Definitions of Common Terms Used in Services.................................................................... 8 1.2.3 Product Families....................................................................................................................8 1.3 Learning+ Subscription (Optional)............................................................................................8 1.3.1 Rockwell Automation Responsibilities.................................................................................... 9 1.3.2 Student Responsibilities......................................................................................................... 9 1.4 Changes to Agreement..............................................................................................................9 1.4.1 Updates to Supported Software Installed Base...................................................................... 9 1.4.2 Upgrade Options ...................................................................................................................9 1.4.3 Changes to Scope.................................................................................................................9 1.4.4 Reinstatement Policy....................................:........................................................................9 1.5 Customer Responsibilities....................................................................................................... 10 1.6 Termination for Convenience..................................................................................................10 1.7 Assumptions, Clarifications, and Exceptions ........................................................................ 10 1.8 Rockwell Automation Commitment for Sales through Distribution...................................... 11 2 DISTRIBUTOR COMMERCIAL TERMS.............................................................................16 2.1 Pricing Summary......................................................................................................................16 2.2 Invoicing Schedule...................................................................................................................16 2.3 Purchase Order Instructions ...................................................................................................16 2.4 Distributor Terms and Conditions of Sale.............................................................................. 17 Executive Summary Rockwell Automation is providing robust, standardized, and reusable solutions that can be quickly leveraged within your enterprise. Our solutions are based on industry-tested and proven methodologies. and technologies, providing World-Class service levels and significant business value to our clients. Our services help our clients reduce risk, increase productivity, and reduce cost across a broad range of facility operations. The information contained in this document consists of technical,commercial and/or financial information,which is confidential and proprietary to Rock",ell Automation.Inc. This information is furnished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used in whole or in part,for any purpose other than evaluation of this document Copyright©2022 Rockwell Automation,Inc.,All Rights Reserved Page 3 STANDARD-en(VT 1) u City of Fort Worth Wwtp 223182 Automation a TechConnect"' Support Fixed Price Proposal 3800809358 To help understand what is contained in this proposal document, please refer to the detailed descriptions of each of these deliverables in the Statement of Work in Section 1 of this document and/or speak with your Rockwell Automation or Authorized Distributor representative. About Rockwell Automation In providing our services we are committed to complying with safety regulations and to demonstrating the highest standard of occupational safety and health performance. This includes implementing and maintaining health and safety management systems based on OHSAS 18001, but of course will consider any local or corporate customer requirements. To drive continuous improvement, we establish annual corporate performance goals — which translate to local performance metric and activity-based objectives. Rockwell Automation excelled in global safety performance, as measured by Recordable Case Rate (0.27), remained best in class in 2021 when compared to the average private industry rate and with the average rate for electronic manufacturing peers. Lastly, when you work with Rockwell Automation, you know you are partnering with an ethical, sustainable organization. Rockwell Automation is a recognized global leader in the area of ethics and compliance, having been named a World's Most Ethical Company 13 times and winning the BBB International Torch Award and American Business Ethics Award in recent years. Integrity is a core company value that is part of our strategic framework and is an integral part of the company's culture. Many of our accomplishments in the area of ethics, compliance, safety and sustainability are set forth in our Corporate Responsibility Report available here. This Rockwell Automation fixed price offer can be purchased by remitting purchase order using the directions in Section 2.3. .. .......... The information contained in this document consists of technical,commercial and/or financial information,which is confidential and proprietary to Rockwell Automation,Inc. This information is furnished in confidence and vMh the understanding that it may not be disclosed to third parties or reproduced or used,in whole or in part.for any purpose other than evaluation of this document Copyright©2022 Rockwell Automation,Inc-All Rights Reserved page 4 STANDARD-en(V7 1) Rockwell City of Fort Worth Wwtp 223182 TechConnect"A Support Automation Fixed Price Proposal 3800809358 1 Rockwell Automation Statement of Work for Services COVID-19. Rockwell Automation is committed to health, safety, and doing all we can to maintain a high level of service for our customers. Together, we will navigate this tough situation with a focus on safety while supporting each other. We are committed to communicating with you about the impact that the ongoing COVID-19 pandemic or its related governmental restrictions may have on the deployment of our personnel and delivery of the project and truly appreciate your cooperation and understanding in advance. This proposal for a Rockwell Automation TechConnectSM Support Agreement renewal is offered to Reynolds Co for resale to City of Fort Worth Wwtp ("Customer"). 1.1 Statement of Work Summary This TechConnectSM Support Agreement ("Agreement") will allow your plant to be connected to Rockwell Automation's world-class phone and electronic technical support. Rockwell Automation's technical support team provides assistance with installing, configuring and maintaining equipment and software, obtaining current software updates, diagnosing and fixing operating problems, or performing basic programming tasks. 1.1.1 Agreement Term Agreement Term: November 7, 2022 through November 6, 2023 1.1.2 TechConnectsM Support Levels . . . ... Product Family Description - Support Level Service Level _,. 9800-DC8AUTOC I Automation Control Hardware Product 8 x 5 M F f ( Support ..... .............. ....... _..__. . .. __- 9800-DC8HMICOM [ HMI Software Product 8 x 5 M-F Support Table 1: TechConnectSM Support Levels 1.1.3 Product Coverage Details Rockwell Automation will provide TechConnectSM Support coverage to Customer for the Rockwell Automation Product Families & software serial numbers listed below. Please ensure the following information is complete and includes any new "Software Maintenance" products you wish to add to this support agreement. Hardware Type .. ....... ...... _ Automation Control Hardware Product Family& Description Install Count Software Serial Numbers 9800-DC8AUTOC Automation Control Hardware 9310-WED200ENE 2 The information contained in this document consists of technical.commercial and/or financial information,which is confidential and proprietary to Rockwell Automation.Inc. This information is furnished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used,in whole or in part.for any purpose other than evaluation of this document Copyright©2022 Rockwell Aulomalion,Inc.All Rights Reserved Page 5 STANDARD-en(VT 1) ",`F..... Rockwell City of Fort Worth Wwtp 223182 (b... TechConnects"' Support Fixed Price Proposal 3800809358 Product Family& Description F Install Count Software Serial Numbers 1835052350 Studio 5000 Logix Emulate ESD S/W 1 1835052753 E Studio 5000 Logix Emulate ESD S/W 1 t 9324 RL0300ENE - 2 _ _ _._ _ _. _ __ ..... 1012156046 RSLogix 500 Standard Edn ESD S/W 1 1012156364 RSLogix 500 Standard Edn ESD S/W 1 9324 RLD70ONXENE 3 2022053911 I Studio 5000 Professional Edition ESD S/W 1 3 ... 2022054832 Studio 5000 Professional Edition ESD SAN 1 l . _____ ... E 2022064983 Studio 5000 Professional Edition ESD S/W 1 E 9326 LGXARCHENE 2 } 1 _ .. _ 2075046052 Studio 5000 Architect ESD S/W 1 i 2075046432 Studio 5000 Architect ESD SM 1 9357 CNETL3 2 .._ _ _ ___- _ .. _. �_...................... 1163134686 RSNetWorx For ControlNet ESD Software 1 - I 1163135305 RSNetWorx For ControlNet ESD Software 1 ` 9357 DNETL3 2 1235153330 RSNetWorx For DeviceNet ESD Software 1 1235153971 RSNetWorx For DeviceNet ESD Software 1 9357 ENETL3 .. _.. _ _ 2 _ 1669114383 ` RSNetWorx For EtherNet ESD Software 1 I 1669114979 RSNetWorx For EtherNet ESD Software . 1 .. .._.._.. .._..__ ..__._.Y ._.......___.... ..�..._,...._._......... .... 9701-VWSTMENE 3 1564095534 FT View Studio for ME EN ESD Software 1 1564099510 FT View Studio for ME EN ESD Software 1 ......__ ._.__�._____..________�____. __...,,m.. �._.... _. 1564116932 FT View Studio for ME EN ESD Software 1 _.. ___ __.__�_ .__. _.. ... ....... __ _. 9800-DC8HMICOM HMI Software . _. - ___.�____ __. - _ 9701 VWSB250AENE 2 ; _ __ ___ .... -- _ 1689008619 FT View Station SE 250D Lic ESD SAN 1 ? 1689015537 FT View Station SE 250D Lic ESD S/W 1 ..... ......_.._ ._.._ . 9701 VWSTENE 1 2529025461 FT View Studio SE FT View Ent EN ESD S/W 1 Note: If changes to the TechConnectsm Support Product Coverage Details above are required, please contact your local Rockwell Automation sales office or Allen-Bradley® authorized distributor to request an updated proposal. 1.2 TechConnectsm Support Information 1.2.1 TechConnectsm Support Options Rockwell Automation offers progressive levels of support to meet your business needs-, see table below for all available support level options. Please refer to Table 1: Tech Con nect",, Support Levels regarding support levels included in this Statement of Work. Support Level Support Services Description, !. The information contained in this document consists of technical,commercial and/or financial information,v,,hich is confidential and proprietary to Rockwell Automation.Inc- This information is furnished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used,in whole or in part.for any purpose other than evaluation of this document. Copyright©2022 Rocktvell Automation,Inc.,All Rights Reserved Page 6 STANDARD-en(W.1) Rockwell City of Fort Worth Wwtp 223182 ® TechConnect" Support Automation Fixed Price Proposal 3800809358 You are partnered with a team of technical support engineers who are uniquely designated to support your key applications. This team visits your site, becomes familiar with the applications, and gathers system drawings and documentation. This team will become an extension of your support staff, providing technical account management and scheduled consulting time. Application Support includes the support elements of Product Support, System Support and the following support elements: Application Support Real-time, Application-Level Support Designated support team / Dedicated telephone and email / Documentation and case familiarization/Application knowledge management/Periodic performance reviews Surveillance and Alarming Options Device and/or process monitoring and alarming at Rockwell Automation facility or remotely /Access to historical data for troubleshooting Application-Level Administration Option Emergency backup/Performance tuning/Guaranteed field service call-out System Support allows your calls to be routed to a group of technical support engineers with proven expertise in Rockwell Automation control systems. You will work with an engineer who manages your case through resolution and follow-up. System Support includes the support elements of Product Support, and the following support elements: Real-time, System-Level Support System Support Standard product and programming software/Advanced software/Proactive follow up/ Single-point resolution Advanced Engineering Expertise Get support from system-level support engineers that have multiple years of experience in the industrial automation industry As often as Customer needs require, you can contact Rockwell Automation technical support engineers for real-time phone support. Our engineers have deep knowledge of our products, software and legacy hardware and can use remote desktop technology to help troubleshoot or assist in the configuration of products quickly. Product Support includes the support elements of Self-Assist Support, and the following support elements: Real-Time, Product-Level Support Standard product and programming software/Telephone and live chat support available in 20 languages/Remote desktop troubleshooting Learning+Subscription Available for Purchase Highly interactive learning featuring lessons, software simulations, and demonstration Product Support videos to help reinforce learning concepts. Available on any tablet or PC using Chrome, Safari, 1E, Edge or Firefox. Each course has a knowledge assessment, requiring 80% to pass. Upon successful completion of the course, a learner will be awarded CEUs (where applicable). Live View An enhanced support experience connecting you with Rockwell Automation Technical experts leveraging a live video feed and augmented reality annotations. Software Maintenance 11 Software update media/Emergency software replacement Genius Webinars Extend and apply knowledge gained via access to on-demand library of online technical seminars ..... The information contained in this document consists of technical,commercial and/or financial information.which is confidential and proprietary to Rockwell Automation.Inc. This information is furnished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used.in whole or in part,for any purpose other than evaluation of this document Copyright 0 2022 Rockwell Automation,Inc..All Rights Reserved Page 7 STANDARD-en(V7.1) Rockwell City of Fort Worth Wwtp 223182 TechConnectlm Support Automation Fixed Price Proposal 3800809358 Take advantage of the Knowledgebase, an online resource for technical information, support, and assistance. The Knowledgebase can assist in increasing productivity by finding solutions to technical questions more quickly - saving both time and money. The KnowledgeBase is maintained by the same engineers who provide TechConnectsM Support and is updated with the hardware and software solutions from actual support cases. These updates are incorporated dynamically. Self-Assist includes the following support elements: Welcome Kit Essential support agreement information/Support authorization number/Local support Self-Assist Support telephone number/User guide Digital Assist Library Cloud-hosted augmented reality library of work instructions. Leverage augmented reality to walk through the proper steps to complete tasks related to the repair and maintenance of Allen-Bradley hardware Software Maintenance I Software update downloads Online Support Center Access Knowledgebase tech notes/Interactive forums/Product notifications/Manage service tickets/Submit questions via email 1.2.2 Definitions of Common Terms Used in Services Technical Phone Support: Rockwell Automation phone support provides technical assistance for installation, configuration, troubleshooting, diagnosis, basic instruction programming and best practice recommendations. With an unlimited phone support agreement, Customer can call as often as needed throughout the term of your Agreement. Standard hours of coverage are 8:00 AM to 5:00 PM Monday — Friday (based on your local calling time; Rockwell Automation observed holidays excluded). Information on Rockwell Automation observed holidays can be found via the Knowledgebase in article #QA33258 (https://rockwellautomation.custhelp.com/app/answers/answer view/a_id/819086/redirect). Case Handling: Rockwell Automation handles cases that require further investigation as a priority with automatic escalation procedures, and call Customer back to provide a progress update if an answer is not immediately available. Case Resolution Follow-up: For cases where Rockwell Automation could not confirm resolution on the initial call, Customer will receive a proactive follow-up within one business day (target response) to confirm that the problem was resolved or continue troubleshooting, if necessary. 1.2.3 Product Families Rockwell Automation groups products into product families, making it simpler to deliver integrated support for hardware and software, including older and discontinued products. The lists available at the following link are not comprehensive; however, they illustrate how products are classified. TECHCONNECTSM PRODUCT FAMILY COVERAGE http://literature.rockwellautomation.com/idc/groups/literature/documents/sp/gmsc-spO21=en-p.pdf 1.3 Learning+ Subscription (Optional) The information contained in this document consists of technical,commercial and/or financial information,which is confidential and proprietary to Rockwell Automation,Inc. This information is furnished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used,in whole or in part,for any purpose other than evaluation or this document Copyright©2022 Rock,ell Automation,Inc..All Rights Reserved Page 8 STANDARD-en(V7.1) Rockwell City of Fort Worth Wwtp 223182 ® TechConnect" Support Automation Fixed Price Proposal 3800809358 1.3.1 Rockwell Automation Responsibilities In summary, the following will be provided: • Access to Learning+ content through Learning Management System (LMS) 1.3.2 Student Responsibilities • It is the responsibility of the student to ensure all prerequisites are met. • The following prerequisite skills have been identified as necessary for attendance in the course(s) designated in the Solution Description: o A valid, operational email address o Internet service to support access to course content o Prerequisites per Course Description 1.4 Changes to Agreement 1.4.1 Updates to Supported Software Installed Base Support included with new Licenses purchased during the agreement term as a Perpetual License with Maintenance and or Subscription are not covered by this scope of work. The support included with new software purchases will have a maintenance value included at the time of purchase which will be treated as additive to this agreement. New Perpetual with Maintenance products will be added to the "Software Maintenance" category and renewed with your agreement. Any software which may have been purchased in the interim between the date of this quotation being created and accepted will not be covered by this scope of work. 1.4.2 Upgrade Options Updates to existing TechConnectsm Support Agreement and/or upgrades must be custom quoted by Rockwell Automation. Customer has the following upgrade options: Coverage Level: Product and System Support agreements can be upgraded to 24x7x365 coverage (e.g., 8:OOAM - 5:OOPM to 24x7x365), which provides the option to call at any time, including weekends and holidays. Support Level: Customer may upgrade support levels (e.g., Product Support to System Support) during the term of an existing agreement. 1.4.3 Changes to Scope In the event that Customer closes or sells a plant and moves supported equipment and software to another Customer facility, the TechConnectlm Support Agreement can be transferred. 1.4.4 Reinstatement Policy If a Customer does not renew their contract until after the expiration date of the contract, the Customer has the following options to reinstate their support: The information contained in this document consists of technical,commercial and/or financial information,which is confidential and proprietary to Rockwell Automation.Inc. This information is furnished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used,in whole or in part,for any purpose other than evaluation of this document Copyright 0 2022 Rockwell Automation.Inc_All Rights Reserved Page 9 STANDARD-enfV7.1) Rockwell City of Fort Worth Wwtp 223182 ® Automation TechConnects" Support Fixed Price Proposal 3800809358 a. If an agreement is not renewed on time and it has been less than 12 months since expiration, the renewed agreement will be backdated to the original expected start date and a 10% feel will be added to the cost of the renewal. b. If an agreement is not renewed on time and it has been longer than 12 months since expiration, the support agreement will be priced as a new agreement with current price levels and any previous discounts will not be applied. c. For software packages that are removed from support and later reinstated, often referred to as "frozen" and "unfrozen", a 30% premium will be applied to each piece of software which carries a fee for maintenance as part of the TechConnectsM program. Note: There is a grace period of 10 days after the date of the Agreement expiration during which Customer can still access support. If Customer renews after the expiration date of the Agreement, the policy above applies regardless of this grace period. 1.5 Customer Responsibilities Designate a site coordinator as a single point of contact. Customer to appoint a representative responsible for communicating and explaining support program entitlements and methods of obtaining support. This includes verification of supported software licensees, reviewing all available software upgrades and revisions for Customer with Rockwell Automation Technical Support, and delivery of Welcome Kit materials to potential users of support. Utilize Welcome Kit details. Always use the phone number and authorization number provided in the Welcome Kit to ensure the quickest response time. 1.6 Termination for Convenience Either party may terminate this Agreement with a prior written 30 day notice. In the event Customer cancels, Customer would be subject to a termination fee equal to 25% of the remaining Agreement value. Termination request is invalid if remaining term of service is less than 2 months. 1.7 Assumptions, Clarifications, and Exceptions The following assumptions, clarifications and exceptions have been made by Rockwell Automation in the development of this Statement of Work: Reference Assumptions{A),Clarifications,(C)and Exceptions(E) Al Intentionally left blank C1 Information Security Standards In the performance of all Work pursuant to this Agreement and Statement of Work, Customer and Rockwell Automation will comply with the following standards and practices: 1. Data Transmission Customer agrees that all transmission or exchange of sensitive data with Rockwell Automation shall take place via secure means (e.g., Password-protected, using a complex password; encrypted WinZip sent via e-mail, or, for large files, Hightail File Transfer Service; physical media such as paper/DVD sent securely; or another equally secure means of transport). If Customer requires Rockwell Automation to use a Customer-specified system, the security of the data in transit and at rest once sent from Rockwell Automation is Customer's sole responsibility. 2. Customer-Provided Hard Disk If Rockwell Automation personnel are required to use Customer-provided hard disks, Customer If Customer's TechConnect Support Agreement has never included support for the product family in question,then the commercial"waive reinstatement"program applies for the respective packages. The information contained in this document consists of technical,commercial and/or financial information,which is confidential and proprietary to Rockwell Automation,Inc. This information is furnished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used,in is hole or in part,for any purpose other than evaluation of this document Copyright 0 2022 Rockwell Automation,Inc..All Rights Reserved Page 10 STANDARD-en(V7.1) Rockwell City of Fort Worth WMp 223182 ® TechConnect- Support Automation Fixed Price Proposal 3800809358 agrees to provide the hard disk with designated backup and recovery processes and in encrypted form, using commercially supported or industry 'best of breed' open source encryption solutions. The Customer must use commercially reasonable efforts to ensure against introduction of any malicious software into Rockwell Automation's systems. These efforts include the implementation of security patches and antivirus or anti-malware solutions to remediate any vulnerabilities. 3. Remote Access Remote access by Rockwell Automation's personnel into Customer's control system(s) must be accomplished in accordance with either Customer or Rockwell Automation procedures, whichever is more stringent. If Customer requires Rockwell Automation personnel to use Customer-specified procedures, the security of the connection/session is Customer's sole responsibility, and Customer is solely responsible for logging activities of all users accessing the Customer's system. Exceptions E1 Intentionally left blank Table 2: Assumptions,Clarifications,and Exceptions 1.8 Rockwell Automation Commitment for Sales through Distribution In submitting any purchase order, you acknowledge and agree that Rockwell Automation will be excused from performance, or delay in performance, of its obligations under this purchase order, regardless of whether a contract is currently in place governing the parties'relationship, to the extent that Rockwell Automation is unable to perform such obligations due to the effects of the COVID-19 pandemic on Rockwell Automation and/or third parties, including, without limitation, logistics and materials suppliers. General. This Commitment ("Commitment") covers purchase by Distributor's customer ("Customer") from Distributor of the hardware, and/or software (individually a "Product" and collectively "Products"), and/or services ("Services") and/or Products and Services described and integrated pursuant to this Statement of Work(collectively as integrated pursuant to the Statement of Work, the"Work")to be provided by Rockwell Automation, Inc. and/or its affiliates ("Rockwell Automation"). Its terms are integral to the Statement of Work. In other words, Customer purchases the Work subject to the terms contained in this Commitment (as well as other terms that may be included elsewhere in the Statement of Work). These terms apply directly to Customer and Rockwell Automation. Previously negotiated and signed terms and conditions with Customer that include provisions between Rockwell Automation and Customer that are intended to apply to the sale through distribution of Products, Services, and/or Work covered by this Commitment supersede these terms. Warranty. (a)Warranty for the Work: Rockwell Automation warrants to Customer for the lesser period of 18 months from delivery or 12 months from startup, that the Work will perform as stated in the Statement of Work and the Products will be free of defects in material, fabrication, and workmanship provided that: (1) the operating conditions and use of the Work are in accordance with any standards set forth in the Statement of Work, Rockwell Automation's published specifications, and applicable recommendations of Rockwell Automation; and (2) the installation, adjustment, tuning, and start-up of the Work have been properly performed in accordance with Rockwell Automation's published specifications and any applicable recommendations of Rockwell Automation. Repaired or replacement Products provided pursuant to subparagraph (d) below are similarly warranted for the longer period of six months from date of shipment or the remainder of the original warranty term. (b) Products Warranty: Rockwell Automation warrants to Customer for the period of 18 months from shipment, that the Products will be free of defects in material, fabrication, and workmanship provided that: (1) the operating conditions and use of the Product are in accordance with any standards set forth in the Statement of Work, Rockwell Automation's published specifications, and applicable recommendations of Rockwell Automation; and (2) the installation, adjustment, tuning, and start-up of the Product have been properly performed in accordance with Rockwell Automation's published specifications and any applicable recommendations of Rockwell Automation. Repaired or replacement Products provided pursuant to subparagraph (d) below are similarly warranted for the longer period of six months from date of shipment or the remainder of the original warranty term. (c) Services Warranty: Rockwell Automation warrants to Customer for a period of 30 days from the date services are provided that service shall be performed in a workmanlike manner conforming to standard industry practice. (d) Remedies: Remedies under this warranty will be limited to, at Rockwell Automation's discretion, replacement, repair, re-performance, modification, or issuance of a credit for the purchase price of the Products and/or Services involved, but only after Rockwell Automation's receipt of Customer's written notification of non-conforming The information contained in this document consists of technical,commercial and/or financial information,which is confidential and proprietary to Rockwell Automation.Inc. This information is furnished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used,in whole or in part,for any purpose other than evaluation of this document. Copyright©2022 Rockwell Automation,Ina.All Rights Reserved Page 11 STANDARD6en(V7.1) Rockwell City of Fort Worth Wwtp 223182 TechConnects" Support Automation Fixed Price Proposal 3800809358 Products, Services or Work and the return of such products pursuant to Rockwell Automation's instructions. Replacement Products, at Rockwell Automation's discretion, may be new, remanufactured, refurbished, or reconditioned. If the repair, re-performance, or replacement does not cure the defective performance, Customer may request emergency on-site service, which will be at Rockwell Automation's expense (consisting of time, travel, and expenses incurred by Rockwell Automation related to such services). If the defective performance is not due to warranted defects in the Products, Services or Work, the on-site service will be at Customer's expense. On-site warranty services performed at Rockwell Automation expense shall not include removal or reinstallation costs related to large-scale assemblies such as motors or transformers.The foregoing will be the exclusive remedies for any breach of warranty or breach of contract arising from warranted defects. (e) General: Warranty satisfaction is available only if (a) Rockwell Automation is provided prompt written notice of the warranty claim, and (b) Rockwell Automation's examination discloses that any alleged defect has not been caused by misuse, neglect, improper installation, operation, maintenance, repair, alteration, or modification by other than Rockwell Automation, accident, or unusual deterioration or degradation of the Products or parts thereof due to physical environment or electrical or electromagnetic noise environment. (f) THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, OR FITNESS FOR A PARTICULAR USE. Disclaimer and Limitation of Liability. NEITHER ROCKWELL AUTOMATION NOR CUSTOMER WILL BE LIABLE TO THE OTHER FOR BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, DATA, OR THE LIKE (WHETHER DIRECT OR INDIRECT) OR FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES. EACH PARTY'S MAXIMUM CUMULATIVE LIABILITY TO EACH OTHER FOR ALL OTHER CLAIMS AND LIABILITIES WILL NOT EXCEED THE LESSER OF US$1,000,000 OR THE COST OF THE WORK. ROCKWELL AUTOMATION DISCLAIMS ALL LIABILITY FOR TO GRATUITOUS ASSISTANCE PROVIDED BY ROCKWELL AUTOMATION BUT NOT REQUIRED BY THE STATEMENT OF WORK. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS THE FORM OF ACTION, WHETHER CONTRACT, TORT, OR OTHERWISE, AND EXTEND TO THE BENEFIT OF ROCKWELLAUTOMATION'S VENDORS AND APPOINTED DISTRIBUTOR. Software Licenses and Ownership. (a) Standard Software. Software comprised of firmware or standard software (including, but not limited to packaged software, Rockwell Automation's preexisting templates, models and library files, and commercially available software) (collectively "Standard Software") is subject to Customer's acceptance of additional terms and conditions set forth in separate Rockwell Automation or third-party click-wrap license agreements provided with such Standard Software. Such terms and conditions shall be the exclusive terms and conditions applicable to such Standard Software, excluding Customer's obligation to pay any license fee which shall be identified in the Statement of Work. (b) Documentation and Application Software. Rockwell Automation hereby grants to Customer a non-exclusive, non-transferable license to modify and use solely in conjunction with the Work all documentation and any Application Software created by Rockwell Automation as specified in the Statement of Work. Application Software includes application project files for control programming, design, configuration, and visualization in source code and/or scripting code created by Rockwell Automation under the Agreement for operational use with Rockwell Automation's Standard Software or the Customer's system as specified in the Statement of Work. Customer is solely responsible for its modifications to documentation and Application Software. Except for any Customer or third-party confidential information, Rockwell Automation retains all right, title, and interest to documentation and Application Software developed by Rockwell Automation. Customer shall not sublicense or assign the documentation or the Application Software except to a customer who purchases the Work from Customer. Customer may make an additional archival copy of such documentation and Application Software for backup. (c) In the absence of a separate Rockwell Automation license agreement for software provided by Rockwell Automation under a Statement of Work, Rockwell Automation hereby grants Customer a non-exclusive, non-transferable license to use such software solely in conjunction with the Work for the project identified in the Statement of Work without the right to sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the software (except for modifications of Application Software as set forth above). Ownership of the respective Rockwell Automation or third-party software shall remain with Rockwell Automation or the third party. ....... ... ..-__.._.........._...... The information contained in this document consists of technical,commercial and/or financial information,which is confidential and proprietary to Rockwell Automation,Inc. This information is it ),shed in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used,in whole or in part,for any purpose other than evaluation of this document Copyright 0 2022 Rockwell Automation,Inc..All Rights Reserved Page 12 STANDARD-en(V7.1) =x Rockwell City of Fort Worth Wwtp 223182 (ah.- Automation 1 TechConnect" Support Fixed Price Proposal 3800809358 (d) Ownership of Pre-existing Intellectual Property. Each party shall own all right, title, and interest in all patents, trademarks, copyrights, confidential information, trade secrets, mask rights, and other intellectual property rights as it owned on the date of this Agreement. (e) No Other Licenses. Except as expressly set forth in this Agreement, no license under any patents, trademarks, copyrights, confidential information, trade secrets, mask rights, or other intellectual property rights is granted or implied by either party. Government Clauses and Contracts. No government contract clauses, specification, or regulations apply to the Work, Products, or otherwise to this Statement of Work except to the extent agreed in writing by Rockwell Automation. Confidentiality. (a) During the term of this Commitment and for a period of three years thereafter, each party will maintain in strict confidence all technical and business data and information disclosed by one party to the other that is marked "Confidential" and will not use or reveal such information without the prior written authorization of the other. (b) The obligations of confidentiality and non-use will not apply to information (i) that is published or becomes part of the public domain other than by means of a breach of this Commitment; (ii) that a party can prove by written documentation was known to it prior to disclosure by the other party; (iii) that a party subsequently rightfully receives from a third party without an obligation of confidentiality; (iv) that a party discloses to a third party on a non-confidential basis; or(v)that was independently developed by the receiving party. (c) Each party will take reasonable precautions to instruct its employees and consultants of its obligation under this section. Additionally, each party shall protect the exchanged information of the other against unauthorized use or disclosure with the same degree of care as it accords its own proprietary information of a similar type, but not less than reasonable care. (d) Disclosure of confidential information will not be precluded if it is: (i) in response to a valid order of a court or governmental body of the United States or any political subdivision thereof; provided, however, that the disclosing party will first have made a reasonable effort to obtain a protective order requiring that the confidential information be used only for the purpose for which the order was issued; or(ii)otherwise required by law. Delivery. Ex Works Rockwell Automation's plant or warehouse (per current Incoterms) or as otherwise specified in the Statement of Work (Delivery). In all cases, title transfers to Customer upon the earlier of Rockwell Automation's delivery to Customer or receipt by the first carrier for transport to Customer, except that title to all intellectual property rights associated with the Work remains with Rockwell Automation or its suppliers and licensors. Acceptance. (a)Acceptance of the Work occurs either (i) on the date the Work conforms to acceptance criteria in the Statement of Work or is otherwise beneficially used by Customer, but in no event later than 60 days from start- up or 120 days following Delivery whichever occurs first; or (ii) if no acceptance criteria is specified in the Statement of Work then acceptance occurs upon Delivery. (b) Interim Approvals. Any Rockwell Automation provided interim Work deliverable requiring Customer approval pursuant to the Statement of Work will be deemed accepted if formal Customer approval, written or as otherwise required, is not received by Rockwell Automation within two calendar weeks after the date submitted. Changes. Any change resulting from any of the following circumstances is subject to equitable adjustments to price, scheduling, and other affected terms and conditions: (a) Customer requested changes, including those affecting the identity, scope, and delivery of the Products, Services or Work; (b) concealed or otherwise unknown physical conditions differing materially from those indicated or anticipated in the Statement of Work or that otherwise differ materially from those ordinarily found under similar circumstances; (c) delays caused by Customer, its employees, affiliates, other contractors to Customer, or any other party within Customer's reasonable control; and (d) any emergency endangering persons or property; in such emergency circumstances, Rockwell Automation may act at its discretion to prevent damage, injury, or loss. All changes, except actions necessitated by emergencies as provided in (d) above, must be executed by a written change order signed or otherwise definitively authorized by both parties, and Rockwell Automation will not begin work on a change until it is authorized. All claims must be made within a reasonable time after the occurrence giving rise to the claim. Temporary Suspension of Work by Customer. Except as set forth in the applicable Statement of Work, Customer may, by providing prior written notice, request that Rockwell Automation temporarily suspend The information contained in this document consists of technical,commercial and/or financial information,which is confidential and proprietary to Rockwell Autrnnation,Inc. This information is furnished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used,in whole or in part,for any purpose other than evaluation of this document Copyright O 2022 Rockwell Automation,Inc..All Rights Reserved Page 13 STANDARD-en(W 1) Rockwell City of Fort Worth Wwtp 223182 TechConnect" Support Automation Fixed Price Proposal 3800809358 performance and delivery of the Work, in whole or in part. The notice shall specify the portion of the Work to be suspended, the effective date of suspension, Customer's anticipated duration of suspension, and the reasons for the suspension. Rockwell Automation shall suspend performance as requested, except as necessary for the care or preservation of Work previously executed. On or before the date the suspension begins, Customer must pay Rockwell Automation the unpaid balance of the portion of the Work previously executed plus any additional costs incurred by Rockwell Automation as a result of the suspension. Rockwell Automation shall resume the suspended Work after a change order is executed covering adjustments to the contract price, schedule, and any other affected terms or conditions resulting from the suspension. Unless otherwise agreed, the maximum cumulative period for suspension is 60 days. Upon expiration of this or any shorter period agreed upon as provided above, Rockwell Automation may terminate this Agreement, and Customer shall pay all costs of cancellation (including third-party commitments, reasonable profit, and overhead) upon submission of Rockwell Automation's invoices. Safety and Standards. Rockwell Automation is responsible for compliance of the Work with laws, regulations, and standards, including safety regulations and standards, of the country where the Work will be located that are applicable to the Work at the effective date of this Agreement. Customer must inform Rockwell Automation of any other laws, regulations, or standards that may apply to the Work. Rockwell Automation will be responsible for compliance with such other safety or other standards only if documented in the Statement of Work. Rockwell Automation is not responsible for laws, regulations, or standards that apply to Customer's (or end user's, if different from Customer)facility, equipment, process, information system, or data. Site Rules, Licenses, Permits, Site Preparation. (a) Rockwell Automation agrees to comply with all applicable posted site rules of Customer (unless inconsistent with the obligations set forth in the Statement of Work) and any additional Customer's site rules that have been incorporated into the Statement of Work. (b) Customer is responsible for: (1) all licenses, permits, clearances, and site access rights; (2) all sites being ready and equipped with all necessary Customer furnished equipment and facilities; (3) any required customer fixtures or facilities being safe, hazard free, structurally sound, and sufficient; (4) reasonable access to the worksite, (5) properly using, calibrating operating, monitoring and maintaining the Work consistent with all Rockwell Automation or third-party provided instructions, warnings, recommendations and documentation; (6) all other factors affecting the Work that are outside of the direct control of Rockwell Automation; and indemnifying Rockwell Automation for any claims to the percentage extent directly caused by Customer's breach of the obligations listed in this section (b). Customer Specification. (a) Unless otherwise specified in the Statement of Work, Rockwell Automation does not warrant or indemnify and will not otherwise be liable for (i) design, materials, or construction criteria furnished or specified by Customer and incorporated into the Work or Products, (ii) products supplied by, made by or sourced from Customer or other manufacturers or vendors specified by Customer; or (iii) commercially available computer software, hardware, and electrical components. (Such Customer-specified products shall include but not be limited to any identified in the Statement of Work.) Any warranty or indemnity applicable to such Customer supplied/specified products will be limited solely to the warranty or indemnity, if any, extended by the original manufacturer or vendor other than Rockwell Automation to the extent permissible thereunder. (b) RoHS: Customer supplied/specified products will meet all applicable material restrictions as defined in RoHS. If it does not, Customer will notify Rockwell Automation prior to shipment of the Customer supplied/specified products to Rockwell Automation. Customer will indemnify Rockwell Automation against any claim arising out of Rockwell Automation's use of Customer supplied/specified products. Customer Information. (a) Customer represents and warrants that it has the rights to the information provided or made available by Customer to Rockwell Automation, including but not limited to technical specifications, drawings, source code, application code, communication interfaces, protocols, and all other documentation (collectively "Customer Information"), for Rockwell Automation to perform its obligations under this Agreement and that such access to and use of Customer Information under this Agreement will not infringe or violate any agreement, confidentiality obligations, copyrights, or other intellectual property rights of the original vendor or any other third party. Customer agrees to indemnify Rockwell Automation from any claims arising out of Rockwell Automation's use of Customer Information pursuant to the Statement of Work.(b) In Rockwell Automation's performance of services, sales activities, or in connection with Customer's use of Rockwell Automation Products, Rockwell Automation may obtain, receive, or collect data or information, including Customer's contract information, computer system profile, Rockwell Automation Product installation data, and Customer's usage specific data of Rockwell Automation Products (collectively, the "Data"). In such cases, Customer grants Rockwell Automation a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license to use, compile, distribute, display, store, The information contained in this document consists of technical,commercial and/or financial information,which is confidential and proprietary to Rockwell Automation,Inc. This information is furnished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used,in whole or in part,for any purpose other than evaluation of this document Copyright 0 2022 Rockwell Automation,Inc-All Rights Reserved Page 14 STANDARDPen(W 1) Rockwell City of Fort Worth Wwtp 223182 TechConnect- Support Automation Fixed Price Proposal 3800809358 process, reproduce, or create derivative works of the Data solely to facilitate the performance of sales and services by Rockwell Automation and its affiliates (including, but not limited to, quality, safety, energy, and security analytics, product and service diagnostics and prognostics, and reporting), and to facilitate or improve Customer's use of the Products. In addition, Customer grants Rockwell Automation and its affiliates a license to use and aggregate the Data in support of Rockwell Automation's marketing and sales activities. Rockwell Automation and its affiliates may also use this information in the aggregate, in a form which does not personally identify Customer, to improve Products and Rockwell Automation may share anonymous aggregate data with our third party suppliers and service providers. Independent Terms. Rockwell Automation is not a party to or bound by any contract between Customer and Distributor, including by Distributor's acceptance of a Customer purchase order. Distributor is an independent enterprise, not an agent or representative of Rockwell Automation, and is not authorized to bind Rockwell Automation. Effective Date. This Commitment will become effective when Customer purchases the Work from Distributor. Customer agrees that by purchasing the Work it accepts the Statement of Work and Commitment. Absent such purchase, this Commitment will become null and void. No addition or modification to the Commitment and Statement of Work, including terms appearing in Customer's purchase order or requisition, will bind Rockwell Automation unless mutually agreed to in writing. Accepted. Customer: Date: The information contained in this document consists of technical,commercial and or financial information,which is confidential and propnetary to Rockwell Automation.Inc. This information is furnished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used,in whole or in part.for any purpose other than evaluation of this document. Copyright©2022 Rockwell Automation,Inc_All Rights Reserved Page 15 STANDARD-en(V7.1) Rockwell City of Fort Worth Wwtp 223182 ® TechConnects" Support Automation Fixed Price Proposal 3800809358 2 Distributor Commercial Terms 2.1 Pricing Summary Reynolds Co's price is based on the Statement of Work set forth in Section 1 above. All prices are in USD. Item Product " Price 1 9800-DC8AUTOC 4,271.61 Automation Control Hardware, Product Support, 8 x 5 M-F, 11-25 Total Devices 2 9800-DC8HMICOM 1,997.37 HMI Software Product Support, 8 x 5 M-F 3 � 9800-REINSTATE1 602.09 End User Contract Reinstatement Fee TOTAL SUPPORT PRICE: USD 6,871.07 •.tion—Fixed-Price3-Year Contract One-Time Payment or Billed Annually—Single PO for 3-Year Amount Required USD 19,409.03 LEARNING+ SUBSCRIPTION (OPTIONAL): Web hosted, self-paced training courses including virtual classroom sessions are available for customers with an active TechConnect support agreement, as either single course access or annual subscription to all course content available in the Rockwell Automation Digital Learning Library. Please add the net amount for the Learning+ option desired in the correct quantity of desired users to your renewal PO. Catalog Description List Price per User Number' LP-3TC Learning+ USD 693.00 1 Class available for 3 months LP-SU Learning+ USD 3,900.00 Single User Subscription 2.2 Invoicing Schedule 100% upon purchase order 2.3 Purchase Order Instructions Please Issue a Single Purchase Order to: Reynolds Co Ref: Proposal# 3800809358 Purchase order should match the value and term proposed above. If a purchase order received does not match the term of the agreement, pricing will be subject to annual price adjustments. In submitting any purchase order, you acknowledge and agree that Rockwell Automation will be excused from performance, or delay in performance, of its obligations under this purchase order, regardless of whether a contract is currently in place governing the parties' relationship, to the extent that The information contained in this document consists of technical,commercial and/or financial information,which is confidential and proprietary to Rockwell Automation,Inc. This information is furnished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used.in whole or in part,for any purpose other than evaluation of this document. Copynght 0 2022 Rockwell Automation,Inc.,All Rights Reserved Page 16 STANDARD-en(✓7.1) Rockwell City of Fort Worth Wwtp 223182 TechConnect" Support Automation Fixed Price Proposal 3800809358 Rockwell Automation is unable to perform such obligations due to the effects of the COVID-19 pandemic on Rockwell Automation and/or third parties, including, without limitation, logistics and materials suppliers. 2.4 Distributor Terms and Conditions of Sale, https://www.reynoldsonline.com/Page/Terms-and-Conditions The information contained in this document consists of technical commercial and/or financial information,which is confidential and proprietary to Rockwell Automation,Inc. This information is furnished in confidence and with the understanding that it may not be disclosed to third parties or reproduced or used,in whole or in part,for any purpose other than evaluation of this document Copynght G 2022 Rockwell Automation.Inc..All Rights Reserved Page 17 STANDARD-enfV7.1) ATTACHMENT D INSURANCE AND ATTACHMENT D-1 (if necessary) BONDING (Behind this page are the City's standard insurance requirements and payment and performance bond forms, if necessary) Bonding not necessary. SOLE SOURCE—Electrical SupplieS S Support Page 22 of 26 Contractor Services Agreement ACCOR" CERTIFICATE OF LIABILITY INSURANCE DATE YYYY) � ovo6/20222o22 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA Inc. NAME:_.._._--._—____ One Towne Square Suite 1100 ONE _ (FAX Southfield,MI 48076 (AICE-M No ExQ_ _ {AIC,No);_____ IL Attn:EDIC Team-F:313-393-6505 'DDREss 22 23 CN103024838--GAWU INSURER(S)AFFORDING COVERAGE NA_I_C_# _ _......_ _ INSURER A Zurich American Insurance Company ;16535 INSURED INSURER B:NIA NIA D.Reynolds Company:LLC 2680 Sylvania Cross Drive INSURER C_ American Zurich Insurance Company 40142 Fort Worth,TX 76137 - INSURERD N/A 1NIA INSUR . ....._.__..... INSURER F: 1 COVERAGES CERTIFICATE NUMBER: CHI-007473082-15 REVISION NUMBER: 3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR. ADDLISUBR POLICY EFF_ POLICY EXP LTR: TYPE OF INSURANCE !INSD WVD POLICY NUMBER MMIDD/YYYY ( MMIDDNYYY ( LIMITS A X 1 COMMERCIAL GENERAL LIABILITY GLO6800445-25 01/0112022 01/01/2023 EACH OCCURRENCE S 1.000,000 ._.I CLAIMS MADE X j OCCUR DAMAGE TO RENTED ---_- ---' PREMISESJEa occurrence) S 500000 i X CONTRACTUAL LIABILITY MED EXP(Any one person) S 10,000 PERSONAL&ADV INJURY 5 1,000,000 GEN L AGGREGATE LIMIT APPLIES PER. ?GENERALAGGREGATE S 23000,000 POLICY X }PER 3 LOC i I PRODUCTS-COMP/OP AGG 5 2,000,000 OTHER. ( 5 A AUTOMOBILE LIABILITY BAP6800444-25 0110112022 I Ol/0112023 I COMBINED SINGLE LIMIT S 2,000,000 I ! Ea accident) X I,ANY AUTO BODILY INJURY(Per person) S OWNED - !SCHEDULED iBODILY INJURY Per accident S AUTOS ONLY AUTOS __ __( ___..e. ), X i HIRED -X-! NON-OWNED I PROPERTY DAMAGE _.1 AUTOS ONLY ,_... AUTOS ONLY : (Per,accldent) _ S _ j — S UMBRELLA LAB { OCCUR --y i EACH OCCURRENCE S EXCESS LIAB i I f AGGREGATE S S _ N 1 I _ i DED RETENTION 5 ! C !WORKERS COMPENSATION WC6800442-25 1/01/20 2 I01/0112023 PER OTH AND EMPLOYERS'LIABILITY I XI STATUTE._i ER__ ANYPROPRIETOR'PARTNER/EXECUTIVE Y/N -(Does not apply to Monopolistic - ;OFFICER;MEA-0BEREXCLUDED? N/A E.L.EACH ACCIDENT S - 1_OOO.00O (Mandatory in NH) :States tND,OH.WA,and WY], j E.L.DISEASE-EA EMPLOYEE S 1.000.000 If yes,describe under --- ------ -- --- DESCRIPTION OF OPERATIONS belowPUerIO RICO,Or the Virgin Islands) j E.L.DISEASE-POLICY LIMIT 5 1.000,000 I I I i I ! DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) THE CITY OF FORT WORTH,ITS OFFICERS,EMPLOYEES AND VOLUNTEERS ISIARE INCLUDED AS ADDITIONAL INSURED(EXCEPT WORKERS'COMPENSATION)AS REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT,PER POLICY TERMS AND CONDITIONS. A WAIVER OF SUBROGATION APPLIES FOR WORKERS COMPENSATION,AUTOMOBILE LIABILITY,AND GENERAL LIABILITY IN FAVOR OF THE CERTIFICATE HOLDER AS REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT,PER POLICY TERMS AND CONDITIONS. CERTIFICATE HOLDER CANCELLATION CITY OF FORT WORTH PURCHASING DIVISION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1000 THROCKto':.ORTON STREET THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN FORT WORTH,TX 76102 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �7 �GT�L L/L�TL" /"C, ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ATTACHMENT E VERIFICATION OF SIGNATURE AUTHORITY FORM The Reynolds Company 2680 Sylvania Cross Fort Worth,TX Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Contractor and to execute any agreement, amendment or change order on behalf of Contractor. Such binding authority has been granted by proper order, resolution,ordinance or other authorization of Contractor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Contractor. Contractor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Forth until it receives a revised Form that has been properly executed by Contractor. Position:-D �-Jes`" le", (Ieljtl'�--, — — Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signat f President I O ,r-?Other Title: L Date:--- to ► ?'L SOLE SOURCE—Electrical Supplies& Support Page 23 of 26 Contractor Services Agreement ATTACHMENT F CONFLICT OF INTEREST DISCLOSURE REQUIREMENT Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ("Questionnaire")the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the City, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential Agreement with the City. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also available at http://wwvv.ethics.state.tx.tis/foams/CIQ_pdf. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirernent. An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have with the City, state Contractor name in the # 1, use N/A in each of the areas on the form. However, a signature is required in the 44 boa in all cases. (form follows) FORM 1295— Under the Texas Government Code, Ch. 2252.908, a contractor doing business with the City of Fort Worth with an initial contract value which requires city council approval will, unless otherwise exempted, be required to submit a Form 1295. See Part 11,Sec. 9.4. SOLE SOURCE—laectrical Supplies& Support Page 24 of 26 Contractor Services Agreement CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the Iffiv by N.B. 23, 84th Leg., Regular Session, OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 179,Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a)with a local governmental entity and the vendor meets requirements under Section 176.006(a). By Ieewv this questionnaire Must be filedwith the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the staternent to be filed. See Section 176,006(a-1),Local Government Code. A vendor corrit-nits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. 2j L] Check this box Ifyou are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom theintotmation In this section is being disclosed. Name of Officer This section (item 3 including subparts A, 13, C, & D) must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code- Attach additional pages to this Form CIO is necessary- A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? El Yes a No B. Is the vendor receiving or likely to receive-taxable income,other than investment income,from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? F7 Yes El No C Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local govemnient officer serves as an officer or director, or holds an ownership interest of one percent or more? F-1 Yes El No D. Describe each employment or business and family relationship with the local government officer named in this section. 41-- &gnature of vendor doing business oath the governmental entity Date Adoptec &'71,2015 rage Zb Or Zb Contractor Services Agreement ATTACHMENT G VENDOR'S CONTACT INFORMATION Vendor's Name: /1 6 ��S �t3�tl4LA,;q , Vendor's Local Address: Q t`Qn tic. �i v�� "- Ij (.V`cr Phone: 2111 -6 3 0-- ' Fax: Email: Name of person assigned specifically for this Agreement: 7 Name/Title r c.5 A-o e y��r �� ) 6k6 yJPW Phone: Z i "-(�� t-1 6 Fax: Email C 3 ,l ��t��%•� l 0 Cn�, Name of persons for renewal information and/or billing questions: Name/Title Jc Phone: 9�1 I S A 'j-�? .I Fax: Em ai l a re ✓vim Name/Title Phone: Fax: Email: Signature Printed Name Date SOLE SOURCE—Flectrical Supplies&Support Page 26 of 26 Contractor Services Agreement