HomeMy WebLinkAboutContract 59332CSC No. 59332
FORT WORTH.)
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VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and
through its duly authorized Assistant City Manager, and Landia, Inc. ("Vendor"), a state registered
company and acting by and through its duly authorized representative, each individually referred to as a
"party" and collectively referred to as the "parties."
1. Scope of Services. Provide Landia pump equipment and replacement parts ("Services"),
which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes.
2. Term. The initial term of this Agreement is for 1 year(s), beginning on the date that this
Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier
in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to
renew this Agreement under the same terms and conditions, for up to 4 automatic one-year renewal
option(s) (each a "Renewal Term").
3. Compensation.
3.1 Total compensation under this Agreement will not exceed Fifty Thousand
Dollars and Zero Cents ($50,000.00).
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and provisions of this Agreement, including Exhibit `B,"
which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City will not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY Page 1 of 12
v.1.3 (August 27, 2021) FT. WORTH, TX
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
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not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, or contractors.
Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, 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 VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO
ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS
OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPREENTATIVES,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software or documentation in accordance with this Agreement,
it being understood that this agreement to defend, settle or pay will not apply if City modifies
or misuses the software and/or documentation. So long as Vendor bears the cost and expense
of payment for claims or actions against City pursuant to this section, Vendor will have the
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, City will have the right
to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event
City, for whatever reason, assumes the responsibility for payment of costs and expenses for
any claim or action brought against City for infringement arising under this Agreement, City
will have the sole right to conduct the defense of any such claim or action and all negotiations
for its settlement or compromise and to settle or compromise any such claim; however,
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Vendor will fully participate and cooperate with City in defense of such claim or action.
City agrees to give Vendor timely written notice of any such claim or action, with copies of
all papers City may receive relating thereto. Notwithstanding the foregoing, City's
assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify
City under this Agreement. If the software and/or documentation or any part thereof is held
to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or
compromise, such use is materially adversely restricted, Vendor will, at its own expense and
as City's sole remedy, either: (a) procure for City the right to continue to use the software
and/or documentation; or (b) modify the software and/or documentation to make it non -
infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and
documentation with equally suitable, compatible, and functionally equivalent non -infringing
software and documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement, and refund all
amounts paid to Vendor by City, subsequent to which termination City may seek any and all
remedies available to City under law.
Assignment and Subcontracting.
9.1 Assi ng ment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
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(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions): ❑ Applicable X N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
City in accordance with the notice provision of this Agreement.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
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(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Landia, Inc.
Joyce Monachella, Office Manager
I I I Triangle Trade Drive
Cary, North Carolina 27513
Facsimile: 919-460-1666
14. Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
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16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
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option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Company Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Bove tt of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
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and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Boycotting Energy Companies. Vendor acknowledges that, in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,
S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10
or more full-time employees unless the contract contains a written verification from the company that it:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the
contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this
Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added
by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or
services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity"
and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274
of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will
not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
City:
Paw BUi'GI�d0AC
By: Dana Burghdoff (Ma 4,:2317:43 CDT)
Name: Dana Burgdoff
Title: Assistant City Manager
Date:
Vendor:
By:
Name: RcVMonachella
Title: Office Manager
Date: May 2, 2023
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By: Christopher 4arder(May 4, 202309:42 CDT)
Name: Chris Harder
Title: Water Director
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By:
Approved as to Form and Legality: Name:
Title:
By:
Name:
Title:
IDBIack (May 4, 2023 09:53 CDT)
Doug Black
Sr. Assistant City Attorney
Contract Authorization:
M&C: N/A
Form 1295: N/A
Shatabya Bergland
Contract Compliance Specialist
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City Secretary: Aso'
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By:
Name: Jannette Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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EXHIBIT A
SCOPE OF SERVICES
See next page.
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FORT WORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorney for review. The attorney will review the information you have
provided to determine whether an exemption to Chapter 252's biding requirements is defensible.
If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure
to provide sufficient information may result in follow up questions and cause a delay in the
attorney's determination.
Section 1: General Information
Requesting Department:
Name of Contract Manager:
Department's Attorney:
Item or Service sought:
Goods:
Service:
Anticipated Amount:
Vendor:
Current/Prior Agreement for item/service
CSC or Purchase Order #:
Amount:
Projected M&C Date:
How will this item or service be used?
units.
Water Department
Shatabya Ber _ lg and
DougBlack
lack
M
$50,000.00
Landia, Inc.
Yes
CSCO 54718
$50,000.00
N/A
No ❑
To purchase replacement parts for the Landia pump
Page 1 of 4
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;
Fj A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
R A procurement for personal, professional, or planning services;
R 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;
[] A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
[] 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;
[] Goods purchased by a municipality for subsequent retail sale by the municipality;
[] Electricity; or
Page 2 of 4
R 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. [INSERT DETAILED
EXPLANATION AS TO HOW/WHY CLAIMED EXCEPTION APPLIES TO THIS
PURCHASE]
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 of patents, copyrights,
secret processes, or natural monopolies;
• films, manuscripts, or books;
• gas, water, and other utility services;
• captive replacement parts or components for equipment;
• books, papers, and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials; and
• management services provided by a nonprofit organization to a municipal
museum, park, zoo, or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the item or service is only available from one source?
Current contract is a sole source and based upon justification sent from vendor.
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 sole source justification.
Did you attach a sole source justification letter? ® Yes ❑ No
Page 3 of 4
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). The
Landia pump units are original manufactured by Landia and come with a warranty. The
replacement parts are sold through Landia as well. With using other ther possible vendors that come
close to the size or material but arent the maunfactured parts voids the warranty of the pumps.
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? M Yes ❑ No.
Was there anything attached to this form that was relied on in making this determination?
M Yes ❑ No.
If yes, please explain: The Department provided a sole source letter.
Was there anything not included on this form or attached hereto that was relied on in making this
determination? [] Yes M No.
If yes, please explain: N/A
Will the standard terms and conditions apply?
Will the contract require special terms?
Will the contract require review by the department attorney?
Approved By:
�� V4 A.4
ere nato-Mensah
A ' tant City Attorney
M Yes
❑ No.
[] Yes
M No.
M Yes
❑ No.
Date: 03/27/2023
Page 4 of 4
January 18, 2023
Mr. Daniel Salgado
City of Fort Worth
Village Creek WRF
4500 Wilma Lane
Arlington, TX 76012
Subject: Landia Replacement Parts
Dear Mr. Salgado:
ENGINEER TO LAST
Landia, Inc.
111 Triangle Trade Drive
Cary, North Carolina 27513
Phone: 919-466-0603
Fax: 919-460-1666
Email: info@landiainc.com
Website: www.landiainc.com
Please use this letter as confirmation that as of the date of this letter, Landia, Inc. is the
sole source of Landia equipment and replacement parts for Landia units in the United
States.
The majority of the parts used in Landia units are manufactured either by Landia or
solely for Landia based on our specifications. These items include the mechanical seals,
wear bushings, and spacers. The oil sealing rings are made by a third party but to
precisely fit Landia units. We have seen where customers used a different third -party lip
seal, which was almost the same size and material, but it didn't completely seal. As these
are used in submersible units, the liquid entered the unit and caused considerable damage
which resulted in high repair bills. The customer returned to purchasing Landia lip seals
and found that to be the best choice for their equipment in the long run. The washers and
plugs are stocked by Landia for the convenience of our customers. We stock these items
at our facility in North Carolina and can ship upon request, and we don't require a
minimum purchase.
Landia strongly recommends to its customers the use of original manufactured parts
when Landia units are serviced or repaired. The use of parts other than those
recommended by Landia could result in unit failure and would void Landia's warranty
on the units, if within the warranty period.
Please do not hesitate to contact me if you have any questions. Thank you.
Best regards,
Landia, Inc.
Joyce Monachella
Office Manager
EXHIBIT B
PAYMENT SCHEDULE
See next page.
Vendor Services Agreement Page 12 of 12
v.1.3 (August 27, 2021)
0 Landia, Inc NC Corporation Number: 210229028
IMUEL
111 Triangle Trade Drive Wmail: info@landiainc.com
Cary, NC 27613 Website: www.landiainc.com
Phone:919.466.0603 FAX:919.460.1666
Quote 10368
City of Fort Worth Water Department Page 1 of 3
Water & Sewer Administration Date 1/18/2023
200 Texas Street Customer no. 8173921111
Fort Worth, TX-76102 Job no. 61029
USA Your ref. SERVICE / REPAIR PARTS FOR ALL
UNIT
Part no. Description Qty. Price Total
AXP-I 500 12.2 HP-480 rpm. ms.132
S/N's 26609-26614, 77802,80768
3240356
Acidproof end stop POP hub EM 1010
1
PCS
191.45
191.45
8017371
St. steel propeller, AXP 500, for mechanical shaft seal k20/k25,
1
PCS
3,594.00
3,594.00
o482
9260183
St. steel grease nipple H1A, short M06x1
1
PCS
10.57
10.57
9280120
Oil sealing ring, st. steel 120x140x13
1
PCS
61.40 -50%
30.70
9360024
Feather key DIN 6885 Al2x8x56
1
PCS
3.63
3.63
3230102
Wear bush POP hub EM1010 AISI 304 120x77x14
1
PCS
692.00
692.00
9280224
Mechanical shaft seal o 45
1
PCS
884.00
884.00
8117094
Gear EM1010 MN1 1:3.55 mec.seal, AXP-I w/flange, 2-comp
1
PCS
4,616.00
4,616.00
9280092
St. steel washer U WRG 1/4" 013,7/o20,Ox1,5
5
PCS
5.71
28.55
9280085
St. steel washer U o17,4/o24,Ox1,5
1
PCS
5.71
5.71
9260248
Acidproof plug w/6 edges DIN 908 1/4" WRG
1
PCS
29.72
29.72
9280150
Mechanical shaft seal - Hydrogenated Nitrile Polished o 43
1
PCS
718.00
718.00
9360247
Ball bearing o45xo100x25
1
PCs
147.95
147.95
9360245
Ball bearing o40xo90x23
1
PCS
123.80
123.80
9300035
Stator 7,5 kW 132/1500
1
PCS
2,754.00
2,754.00
9380033
Oil Landia Gear SYN 220
1.8
L
26.00
46.80
8117056
Set of O-rings for AXP/AXP-I, 500 ms132
1
PCS
67.55
67.55
Total
13,944.43
MPTK-1 105 30.2 HP-1800 rpm, 180133
S/N's 30223,75482-75487,79519-79520,
9260217
Acidproof Allen screw CH DIN 912 M10x020
6
PCS
4.83
28.98
3110043
Front plate, DG/MPTK 105, D160
1
PCS
1,029.00
1,029.00
3140836
Gasket, MPTK 105 inlet w/knife system o276/o348x3
1
PCS
115.80
115.80
3140562
Acidproof end stop, DG/MPTK 105
1
PCS
128.65
128.65
3121143
Impeller P6, DG/MPTK 105, o260 (3120109) o260
1
PCS
633.00
633.00
9360016
Feather key DIN 6885 AlOx8x40
1
PCS
2.90
2.90
3140192
Shim, gate plate, bottom flushing
1
PCS
54.65
54.65
9280117
Mechanical shaft seal o 40
1
PCS
709.00
709.00
9280112
St. steel washer U o20,7/o28,0x1,5
2
PCS
7.24
14.48
9280150
Mechanical shaft seal - Hydrogenated Nitrile Polished o 43
1
PCs
718.00
718.00
9360247
Ball bearing o45xo100x25
2
PCS
147.95
295.90
9380001
Oil CRB Multi 15W-40
3.4
L
25.09
85.31
8117245
Set of knives, MPTK/MPTK-1 105
1
PCS
868.00
868.00
visa I mess DISCWFR
MUEIOilY�l
Landia, Inc NC Corporation Number: 210229028
111 Triangle Trade Drive E-mail: info@landiainc.com
Cary, NC 27513 Website: www.landiainc.com
Phone:919.466.0603 FAX:919.460.1666
Quote 10368
Page 2 of 3
Part no. Description Qty. Price Total
Total 4,683.67
POP-1 9.0 HP-360 rpm, ms112, EM 1010, 1:4,5
SN's 75058 and 86306
9280085
St. steel washer U ro17,4/ro24,Ox1,5
3
PCS
5.71
17.13
8017156
St. steel propeller, POP EM1010, for mechanical shaft seal o490
1
PCS
4,985.00
4,985.00
9260183
St. steel grease nipple H1A, short M06x1
1
PCS
10.57
10.57
9280008
Oil sealing ring, st. steel 180x210x15
1
PCS
115.80 -50%
57.90
9360024
Feather key DIN 6885 All2x8x56
1
PCS
3.63
3.63
3230163
St. steel wear bush w/hardened surface, POP/L hub, EM1010
1
PCS
1,587.00
1,587.00
180x120x14
9280224
Mechanical shaft seal o 45
1
PCS
884.00
884.00
8117088
Gear, EM1010 MR1 1:4.5, mec.seal, POP -I, w/flange, 100-132, 2-
1
PCS
4,967.00
4,967.00
comp
9280092
St. steel washer U WRG 1/4" a13,7/o20,Ox1,5
5
PCS
5.71
28.55
9280149
Mechanical shaft seal - Hydrogenated Nitrile Polished ro 38
1
PCS
669.00
669.00
9360245
Ball bearing ro40xro90x23
1
PCS
123.80
123.80
9360244
Ball bearing o30xro72x19
1
PCS
73.95
73.95
9300018
Stator 5,5 kW 112/1500
1
PCS
2,175.00
2,175.00
9380033
Oil Landia Gear SYN 220
1.1
L
26.00
28.60
9380020
Grease, Bel Ray 50-2 cartridge (400g)
2
PCS
32.81
65.62
8117036
Set of O-rings for POP/POP-I, ms112
1
PCS
47.28
47.28
9260172
Acidproof plug w/6 edges DIN 908 M16x1,5
2
PCS
31.86
63.72
Total
15,787.75
DG-I 80 9.0 HP-1800 rpm, ms112
SN 83319
8117266
Extended set of knives, DG/DG-I 80
1
PCS
1,249.00
1,249.00
9260365
Cylinder pin DIN 7 o04x014
1
PCS
2.00
2.00
3110037
Front plate, DG/MPTK 80, D130
1
PCS
798.00
798.00
9260221
Acidproof Allen screw CH DIN 912 MO8x020
6
PCS
2.99
17.94
3121118
Impeller P3, DG/MPTK 80, o200 (3120107) fo200
1
PCS
525.00
525.00
9280147
Mechanical shaft seal e 35
1
PCS
636.00
636.00
3110015
Back plate, DG/MPTK 80
1
PCS
679.00
679.00
9280085
St. steel washer U o17,4/ro24,0x1,5
3
PCS
5.71
17.13
9360245
Ball bearing o40xro90x23
1
PCS
123.80
123.80
9360244
Ball bearing o30xro72x19
1
PCS
73.95
73.95
VISA 1401 1 asc�veR
MUEIOilY�l
Landia, Inc NC Corporation Number: 210229028
111 Triangle Trade Drive E-mail: info@landiainc.com
Cary, NC 27513 Website: www.landiainc.com
Phone:919.466.0603 FAX:919.460.1666
Quote 10368
Page 3 of 3
Part no. Description Qty. Price Total
9300018
Stator 5,5 kW 112/1500
1
PCS
2,175.00
2,175.00
9380009
Oil Hyspin HVI 46D
2.4
L
32.81
78.74
9260172
Acidproof plug w/6 edges DIN 908 M16x1,5
1
PCS
31.86
31.86
8117060
Set of 0-rings for DG/DG-I 80, ms112
1
PCS
43.74
43.74
3840469
Seal control, excl. electronic part DG-I vertical
1
PCS
250.75
250.75
Total
6,701.91
Delivery address
City of Fort Worth Water Department
Water & Sewer Administration
200 Texas Street
Fort Worth, TX-76102
USA
Total USD 41.117.76
Country of origin: US
Delivery terms: Prepay and Add
Payment terms: Net 30 days
See Landia"s terms of sales and delivery: www.landiainc.com
We accept credit cards for amounts under $5,000 VISA uIM
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