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HomeMy WebLinkAboutContract 59531CSC No. 59531 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 duty authorized Assistant City Manager, and Pump Solutions, 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. Scone of Services. One time purchase of five lift station pumps and startup services ("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 l 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 sarne terms and conditions, for up to 0 one-year renewal option(s) (each a "Renewal Term"), 3. Compensation, 3.1 Total compensation under this Agreement will not exceed Three Hundred Forty Thousand Forty Two Dollars and Zero Cents ($340,042.00). 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-antnomiation 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 OFFICIAL RECORD CITY SECRETARY Vendor Services Agreement FT. WORTH, TX rage 1 of 12 v.1.4 (November 30, 2021) appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obliirations 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 hill 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 frill 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 Inforluation in any way. Vendor must notify City immediately if the security or integrity of any City Inforluation 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. b. Riaht 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. Vendor Services Agreement Page 2 of 12 v.1.4 (Novembar 30, 2021) 7. Indenendent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondent 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. 8. 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, FROMANO 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, REPRSENTATIVES, 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 marl, 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 Vendor Services Agreement Page 3 of 12 v.1.4 (November 30, 2021) will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non - infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and 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. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage lunits 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 Vendor Services Agreement Page 4 of 12 v, l A (November 30, 202 l ) Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): ❑ Applicable ❑ NIA $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 fail -Lire on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. Vendor Services Agreement Page S of 12 v.1.4 (November 30, 2021) (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 ReLFulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth Pump Solutions, Inc. Attn: Assistant City Manager Phil Korenek, President 200 Texas Street 18594 US HWY 59 Fort Worth, TX 76102-6314 New Caney, TX 77357 Facsimile: (817) 392-8654 Facsimile: With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Emplovees. 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. Vendor Services Agreement Page G of 12 v.1.4 (November 30, 2021) 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governine Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division, 18. 5everability. 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 Maj cure 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. Headines not Controlline. 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 Vendor Services Agrecmcnt Page 7 of 12 v.1.4 (November 30, 2021) 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 Nationalitv 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 farther consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 27. Signature Authoritv. 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 Companv Name or Ownershiu. 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 Boveott 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 227I 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" Vendor Services Agreement Page S of 12 v.1.4 (November 30, 2021) 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 Boveotting Ener2v Comnanies. 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 fiends 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 Aeainst 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 firearin 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) Vendor Services Agreement Page 9 of 12 v. 1.4 (November 30, 202 t) IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. City: Vendor: By: Tc 3li 2 Dana Burghdoff (J , 202 4 CDT) f��];,A' ? By_ K e V U Name: Title: Dana Burghdoff Assistant City Manager _P Name: tr Title: PRIES 1DeNl"i- Date: Date: 4) 3 L j FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: CMristovher Harder By: Christopher Harder (May 31, 202313:45 CDT) Name: Chris Harder Title: Water Department Director Approved as to Form and Legality IBy: DBlack (Jun 2, 202313:35 CDT) Name: Doug Black Title: Sr. Assistant City Attorney Contract Authorization: M&C: 23-0005 Form 1295:2022-962939 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: , r3 Name: Shatabya Bergland Title. Contract Compliance Specialist City Secretary: A .;�4vlcs By: (J Name: Jannette Goodall Title: City Secretary oovnVpn a40� fOR°r �%'ad v° O9 p �`o .1 d o°* �� Gann tezA54p bdRaab� OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 12 v. IA (November 30,202 t ) EXHIBIT A SCOPE OF SERVICES See next page. Vendor Services Agreement Page 11 of 11 v.1.4 (November 30, 2021) 1.0 2.0 3.0 PART 2 SCOPE OF SERVICESISPECIFICATIONS SCOPE 1.1 The City of Fort Worth (City) seeks bids for a one-time purchase of five (5) non -clog submersible vertical lift station pumps and startup services for the Water Department. Prospective bidders should ensure they download all attachments for complete responses and understanding of the agreement the City intends to award from this solicitation. The successful bidder(s), known hereafter as "Contractor'T' Vendor." 1.2 All equipment supplied shall be new, unused, name brand, high quality, of recent manufacture and suitable for their intended purpose. The equipment supplied shall not be re -conditioned or overhauled units. 1.3 Unit prices shall include all items necessary including the pump, supports, guide rails, guide rail fittings, cable, controller, reducers, fittings, bends, clamps, anchor brackets, pump lifting cables, bolts, pump inlet extension and appurtenances, etc. to ensure full lift station functionality and communication equivalent to the existing installation. 1.4 Unit prices shall include all costs associated with the specified work, including but not limited to handling, delivery, fuel charges, fees and certifications fees. NO ADDITIONAL CHARGES WILL BE ACCEPTED OR PAID BY THE CITY. 1.5 The submission of a bid by the bidder shall be considered evidence of compliance with these requirements. TENTATIVE SCHEDULE OF EVENTS TASK ITB Release Date Pre -Bid Conference Deadline for Questions Answers Posted ITB Responses Due Date Recommended Vendor Selection Mayor and Council Consideration Contract Execution CHANGE IN COMPANY NAME OR OWNERSHIP DATE October 4, 2022 October 11, 2022 at 9:30AM October21, 2022 at 5PM (Local Time) October 26, 2022 November 3, 2022 AT 1:30 p.m. (Local Time) November 2022 December 2022 December 20221 January 2023 3.1 The Vendor shall notify the City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed ITB 22-0218 Lift Station Pumps and Startup Services Pago 11 of 32 merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 4.0 METHOD OF AWARD 4.1 Bids will first be evaluated based upon bids received from a responsible bidder that presents the best value to the City. A responsible bidder is defined as a bidder that: 4.1.1 Meets all the requirements listed in Part 2, Section 5.0. 4.1.2 Submits a completed bid package within the stated deadline and in accordance with the bid specifications. 4.2 Bids that do not receive 50% or more of the total available points, excluding the points for price, will be deemed non -responsive. 4.3 The following criteria will be used to determine the best value: 4.3.1 Cost of service — up to 40 points 4.3.1.1 Will be evaluated using: Bid Solicitation 4.3.2 Contractor's Experience Manufacturing Pumps of a Similar Size — up to 20 points 4.3.2.1 Will be evaluated using: Attachment E — Bidder Qualification Questionnaire 4.3.3 Contractor's References — up to 20 points 4.3.3.1 Will be evaluated using: Attachment D — Reference Sheet 4.3.4 Contractor's approach to testing the equipment following the installation— up to 20 points 4.3.4.1 Will be evaluated using: Attachment E — Bidder Qualification Questionnaire 4.4 In order for the City to receive adequate coverage on its requirements as specified in the solicitation, the City reserves the right to make multiple awards. 4.5 The City reserves the right to accept or reject in whole or in part any or all bids received and to make an award on the basis of individual item, combination of items, or overall bid, as it is deemed in the best interest of the City. 4.6 The City reserves and shall be free to exercise the right to evaluate bid in relation to performance record of bidder with the City itself, another municipal corporation of like size, or private corporations during the past two-year period. Such precautions are deemed to be in the public interest inasmuch as Vendor failure or inability to furnish items within the prescribed time can create emergency situations and impose unnecessary hardship on both the City as a municipal corporation and the public at large. 4.7 If Attachment B, Consideration of Location of Bidder's Principal Place of Business, is completed by any Bidder, the City will review the Attachment to determine whether Local Preference will apply to the award. 4.8 The City also reserves the right to reject the bid of a bidder who has previously failed to perform properly or complete on time agreements of a similar nature. 5.0 CONTRACTOR REQUIREMENTS IN ORDER FOR THE BID TO BE EVALUATED 5.1 The Contractor shall: ITB 22-0218 Lift Station Pumps and Startup Services Page 12 of 32 5.1.1 Have a minimum of two (2) years of experience providing products and services similar or related to the Scope of Services/Specifications. 5.1.2 Have and operate a full-time, permanent business address with the ability to be reached by email and telephone from 8:00am -- 5:00pm, Monday- Friday. 6.0 SUBMERSIBLE PUMP AND MOTOR SPECIFICATIONS 6.1 All Pumps and Motors shall meet the following specifications: 6.1.1 Impeller: Flygt Type N "self-cleaning" or approved equal 6.1.2 Min. solids Capacity: 3" sphere 6.1.3 Motor Type: NEMA Class B, Class H Insulation, FM, UL rated 6.1.4 Electrical Service: 460 Volt, 3 phase, 60 Hz 6.1.5 Leakage Sensor: Yes 6.1.6 Guide Rails: Type 316 Stainless Steel 6.1.7 Guide Rail Brackets: Type 316 Stainless Steel 6.2 Flygt Pump and Motor, or approved equal for the Lake Worth Lift Station shall meet the following specifications: 6.2.1 Duty Point: 1,500 gpm at 185' TDH 1760 RPM 6.2.2 Discharge Elbow (existing): 6" x 6" (needs new elbow) 6.2.3 Maximum Motor Rating: 125 HP 6.2.4 Breaker Size: 400 Amps 6.2.5 Soft Start: Cutler Hammer Soft Start 6.2.6 Maximum Amps: 240 Amps 6.2.7 Cable: 2 X 60' Length of SUBCAB (with control cores) 6.2.8 Guide Rails: Needs new 3" diameter guide rails and brackets 6.2.9 Existing conduit: One 2" diameter per pump 6.3 Flygt Pump and Motors, or approved equal for the Sunset Cove Lift Station shall meet the following specifications: 6.3.1 Duty Point: 1,400 gpm at 215' TDH 1760 RPM 6.3.2 Discharge Elbow (existing): 6" x 8" 6.3.3 Maximum Motor Rating: 160 HP 6.3.4 Breaker Size: 350 Amps 6.3.5 Starter: Reduced Voltage Starter System 6.3.6 Cable: 2 X 50' Length of SUBCAB (3X50+2G3512+S (20.5) submersible cable) 6.3.7 Existing Conduit: One 2" diameter per pump 6.4 Flygt Pump and Motors, or approved equal for the Dosier Creek Lift Station shall meet the following specifications: 6.4.1 Duty Point: 3,000 gpm at 215' TDH 1760 RPM 6.4.2 Discharge Elbow (existing): 8" x 8" 6.4.3 Maximum Motor Rating: 250 HP 6.4.4 Breaker Size: 500 Amps 6.4.5 Soft Start Type: Benshaw (250 HP, 302 A continuous) 6A.6 Cable: Power, 2 x 75' SUBCAB Screened S3X50+3X2513+S (4X0.5) cable grip included. Pilot, 75' SUBCAB CTRL Screened S 12X1.5 including cable grip 6.4.7 Existing Conduit: Two 3" diameter per pump ITB 22-0218 Lift Station Pumps and Startup Services Page 13 of 32 6.5 The equipment shall be constructed of the following materials: 6.5.1 Casing: Cast Iron, ASTM A536 or ASTM A-48 Class 35B Impeller Cast Alloy Steel, ASTM A148 or Cast Iron Class 35B Shaft 420 Stainless Steel — solid shaft 6.5.2 Bearings: Permanently Lubricated, Single Upper Row, double Lower Row, Angular Contact 6.5.3 Wear Rings: Cast iron or brass on Spiral Wear Plate 6.5.4 Seals: Tandem Silicon Carbide - Lower and Carbon/Ceramic - Upper; or Tandem Tungsten - Carbide Lower and Upper, each. 6.6 Discharge Connection Elbow & Guide System 6.6.1 Upon review of existing lift station equipment, if necessary, provide discharge connection elbow permanently installed in the basin wet well along with the discharge piping. Provide pump automatically connected to the discharge connection elbow when lowered into place for easy removal for inspection or service. 6.6.2 Sealing of the pumping unit to the discharge connection elbow shall use a simple linear downward motion of the pump. Use a sliding guide bracket as an integral part of the pump unit. The entire weight of the pump unit shall be guided using guide pipes, and shall press tightly against the discharge connection elbow creating a zero leakage seal between pump and discharge connection flange. Seal discharge interface using diaphragm, 0-ring, or metal -to -metal contact. 6.6.3 Provide lower guide bar, or pipe integral with the discharge connection. Provide at least schedule 40 weight stainless steel pipe of the size indicated by the pump manufacturer for guide apparatus. The guide apparatus shall not provide support to any portion of the weight of the pump. No portion of the pump shall bear directly on the floor of the wet well. Provide stainless steel pull chains and grip -eye with each pump unit, which allow for removal and reinstallation without the need to enter the wet well, and without removal of bolts, nuts, or other fasteners. 6.7 Casing 6.7.1 Provide a semi -concentric casing design, with the first half of the circumference being cylindrical beginning after the pump outlet, and the remaining circumference spiraling outward to the 150 lb. flanged centerline discharge. Provide A536/A- 48ductile cast iron casing with all water passages smooth and free of blowholes and imperfections for good flow characteristics. 6.8 Impeller 6.8.1 Provide a dynamically balanced, semi -open, multi -vane, back swept, screw - shaped, non -clog design impeller. Use close -grained cast iron, ASTM A-48 Class 35B, that is statically and dynamically balanced for the impeller. Provide an impeller capable of handling 3" solids, fibrous material, heavy sludge and other materials found in the wastewater; or harden the screw -shaped leading edges of the impeller to Rc 45 to be able to handle solids, fibrous materials, heavy sludge and other matter normally found in wastewater. Provide an impeller with a screw shape inlot with an inducing effect for handling of up to 6% sludge and rag -laden iTB 22-0218 Lift Station Pumps and Startup Servioes Page 14 of 32 wastewater. Utilize a single trim screw design for adjusting the impeller to volute clearance. Provide an impeller keyed and properly retained to the shaft. 6.9 Pump Shafting 6.9.1 Provide a pump motor shaft using solid 420 stainless steel through the pump as an extension of the motor shaft with no couplings. Size the pump motor shaft to transmit full drive output with a maximum deflection of 0,002 inches measured at the low mechanical seal. 6.10 hearings 6.10.1 Design bearings nearest the impeller for combination thrust and radial load. Allow the upper bearing to freely move linearly with thermal expansion of the shaft to carry only radial loads. Provide bearings sealed, shielded and permanently lubricated. 6.11 Seals 6.11.1 Provide double mechanical pump shaft seals installed in tandem. Provide a double seal with the mating surfaces capped to a flatness tolerance of one light band. Provide a constructed seal housing, with assembled parts, that is readily removable from the shaft as a unit. Lubricate seals using an oil lubricant reservoir that hydrodynamically lubricates the lapped seal faces at a constant rate. 6.12 Seal Leak Detection 6.12.1 Provide a leakage sensor in the stator chamber allowing a control panel mounted relay to indicate leakage into the motor. When activated, the leakage sensor shall stop the motor and trigger an alarm. Leakage sensor shall have an electronics unit that is mounted in the motor starter cabinet. 6.13 Temperature Protection 6,13.1 Furnish temperature monitoring thermistors or bimetalics in motor windings for use in conjunction with and supplemental to external motor overload protection. Set temperature monitors at levels recommended by pump manufacturer and arrange controls to shut off pump should any monitor detect high temperatures. Pump shall reset automatically after motor returns to normal operating temperature. Temperature monitors shall have an electronics unit that is mounted in the motor starter cabinet. The pump and motor shall be specifically designed so that they may be operated partially dry or completely submerged in the liquid being pumped. 6.14 Electric Motors 6.14.1 Provide squirrel -cage induction, shell type design, housed in an air -filled, watertight chamber, NEMA MG-1 Design B type, rated for 460 VAC, 3 phase, 60 Hz, submersible pump motor. The motor shall have built-in thermal overload protection and a moisture detection system. The motors shall be rated for NEC Class 1, Division 1, Group C & D (explosion proof). 6.15 Balance 6.15.1 Provide equipment having rotating parts accurately machined in as nearly perfect rotational balance as practicable. Excessive vibration will be sufficient cause for ITB 22-0218 Lift Station Pumps and Startup Services Page 15 of 32 rejection of the equipment. Provide equipment with a unit mass and mass distribution to avoid resonance at normal operating speeds. Impellers shall be attached to the shaft with a single bolt. 6.16 Cables 6.16.1 Provide positive strain relief to prevent leakage or pullout of the cable in the event that a force is accidentally placed on the cable during the raising or lowering of the pump. The design of the cable entry shall preclude specific torque requirements to insure a watertight and submersible sea]. 6.17 Shop Painting 6.17.1 Shop clean with sandblasting and paint with a suitable coating system all iron and steel parts which will be in contact with water after installation except for the inside of the bowl assembly. Provide a coating system producing a dry film thickness of at least 10 mils using a prime coat and one or more finish coats. Furnish and apply finish coat materials with each pump for field touch-up. 7.0 VENDOR RESPONSIBILITIES- The Vendor Shall: 7.1 Provide the City with shop drawings for the equipment provided. Shop drawings shall include: custom prepared data such as fabrication and erection/installation drawings, scheduled information, setting diagrams, actual shopwork manufacturing instructions, custom templates, special wiring diagrams, coordination drawings, and individual system or equipment inspection and factory test reports, including performance curves and certifications. Shop drawings, including factory shop test reports, shall be approved prior to shipment of equipment. 7.2 Test each pump at the factory for capacity, power requirement, and efficiency at minimum head for continuous operation, rated head, shutoff head, and at as many other points as necessary for accurate performance curve plotting. Conduct all tests in conformity with the requirements and recommendations of the Hydraulic Institute. A Shop Test report shall be submitted to City for review and acceptance prior to shipping. 7.3 Be contacted upon installation of equipment by the City, and shall be responsible for equipment startup and acceptance testing. At startup, Vendor shall record pertinent operating parameters to ensure equipment is functioning correctly. Field recordings during startup shall be incorporated into a startup report, which shall be included in the final O&M manual. 7A Provide the city with an O&M manual for the equipment provided. O&M manual shall include approved shop drawings, startup report, preventive maintenance instructions, and troubleshooting guide. The O&M manual shall also include service center contacts and warranty information. 8.0 WARRAN'ry 8.1 The Vendor shall provide a five-year, non -prorated warranty for all parts and equipment included in this bid proposal. The warranties shall not apply to damages due to vandalism, negligence, excessive operating conditions, accidents, or acts of God. 8.2 The City shall notify the Vendor, within a reasonable period of time after the discoveryof any failure, defect or damage. ITB 22-0218 Lift Station Pumps and Startup Services Page 16 of 32 8.3 The Vendor shall remedy at the Vendor's expense any non -conforming or defective products. 8.4 If the Vendor fails to remedy any failure, defect or damagewithin 45 days of receipt of notice, the City shall have the right to replace, repair or otherwise remedy the failure, defect or damage at the expense of the Vendor. 9.0 DELIVERY 9.1 All products must be delivered to: 9.1.1 Holly Water Treatment Plant, 1500 11t" Ave. Fort Worth, TX 76102 9.2 Water Department Contact for Delivery: 9.2.1 Kenny Wilson (817) 475-6643 kenny.wilson@fortworthtexas.gov 9.3 All deliveries must be scheduled at least 24 hours with the delivery contact prior to arrival to ensure adequate lifting devices are available on the plant site. 9.4 All products shall be delivered between 6:30 a.m. to 3:00 p.m., Monday through Friday unless otherwise arranged by the delivery contact person. 9.5 All products shall be delivered to the specified location within 1 year after the receipt of a Purchase Order from The City. 9.6 The Vendor shall not deliver orders on City observed holidays including: 9.6.1 New Year's Day 9.6.2 Martin Luther King Jr. Day 9.6.3 Memorial Day 9.6.4 Juneteenth 9.6.5 July 41" 9.6.6 Labor Day 9.6.7 Thanksgiving Thursday and the following Friday 9.6.8 Christmas 9.7 All equipment shall be crated during shipping, to protect against any damage. 9.8 All parts shall be properly protected so no damage or deterioration shall occur during a prolonged delay from the time of shipment until installation is completed and the equipment is ready for operation. 9.9 Factory assembled parts and components shall not be dismantled for shipment unless permission is received in writing from the Water Department. 9.10 Any materials found not meeting specification or unfit for service shall be picked up by Vendor and the correct materials shall be delivered in its place in a timely fashion. ITB 22-0218 Litt Station Pumps and Startup Services Page 117 of 32 EXHIBIT B PAYMENT SCHEDULE See next page. Vendor Services Agreement Page 12 of 12 v.I.4 (November 30, 2021) 1flRT SORT Blip SOLICITATION Event1D CFWOI-22-0216 Event Round Version 1 2 Event flame STa Litt Station Pumps and Startup Services Start Time Finish Time 10/04/2022 08:00:00 COT 11/03/2022 13:30:00 CDT Line: 1 D�sc intlop: Qtv Flygt 60HPump for 17osier Creek Lift Station 2,00 per attached specificgattions, or approved equal Brand Offered: CI`, R Item Offered: KKK ! s " o mil Line. 2 Description: ty Flygt 125HP Dump for Lake Worth Lift Station per 1.t)0 attached specifications, or approved equal Brand Offered: vl Item Offered: Ij�o ► 1 :... � i` " ` Line. 3 Descrintion: iy Flygt 160HP Bump for Sunset Cove Lift Station 2 0 per attached specifications, or approved equal Brand Offered: Item Offered: t �� Page Invited: PUBLIC EVENT DETAILS 3 Submit To: City of Fort Worth FINANCIAL MANAGEMENT SERVICES FINANCE - Purchasing 200 Texas St. (Lower Level, South) Fort Worth TX 76102 United States Email: FMSPurchasingResponses@fortworthtexas.gov Unit UnEtPrice EA nit UnttPrtce ..A o3o Unit EA UnifPrico -Z i Total Bid Amount: Total_ Total J Total 4- A bid of "0" will be interpreted by the City as a no -charge (free) Item and the City will not expect to pay for that Item. A bid of "no bid" or no response (space left blank) will be interpreted by the City that the Offeror does not wish to bid on that item. Be advised, a "no bid" or no response may be considered as non -responsive and may result in disqualification of this bid. ITB 22-0218 Lift Station Pumps and Startup Services City of Fort Worth, Texas Mayor and Council Communication DATE: 01110/23 M&C FILE NUMBER: M&C 23-0005 LOG NAME: 13P ITB 22-0218 LIFT STATION PUMPS AND STARTUP SERVICE AW WATER SUBJECT (ALL) Authorize Execution of a One -Time Purchase Agreement with Pump Solutions, Inc. for the Replacement of Five Lift Station Pumps and Startup Services for the Water Department in an Amount of $340,042.00 V#106 uliT,CW►17erirr•7TA It is recommended that the City Council authorize execution of a one-time purchase agreement with Pump Solutions, Inc. for the replacement of five lift station pumps and startup services for the Water Department in an amount of $340,042.00. DISCUSSION: The Water Department approached the Purchasing Division for assistance with securing a one-time purchase for the replacement of five lift station pumps and startup services. Under the proposed agreement, the vendor will provide the five non -clog submersible vertical lift station pumps. Once the Water Department staff installs the pumps, the vendor will return to perform startup services to ensure the proper functioning of the pumps at lift stations throughout Fort Worth. Purchasing issued an Invitation to Bid (ITB) that consisted of detailed specifications regarding the specifications for the pumps, the delivery and warranty requirements, and the startup services required to ensure the pumps' proper functioning. The ITB was advertised in the Fort Worth Star -Telegram on October 5, 2022, October 12, 2022, October 16, 2022, October 19, 2022, October 26, 2022, and November 2, 2022. The Cfty received three responses. However, upon evaluation, one bidder, Global Pumps Solutions, LLC did not score at least 50% or more of the total available points for technical criteria and, therefore, was not qualified to receive pricing points. An evaluation panel consisting of representatives from the Transportation and Public Works and Water Department reviewed and scored the submittals using Best Value criteria. The individual scores were averaged for each of the criteria and the final scores are listed in the table below. Bidders I Evaluation Factors F a Fb c d 1. Global Pump Bidder did not meet technical Solutions, LLC. 9.50 9,50 8.50 points; therefore, cost was not evaluated. Pump Solutions, 11.00 11.00 Inc. 12.50 40.00� Xylem Water Solutions USA, 11.00 10.50 11.00 39.06 Inc. Jj Best Value Criteria: Total Scores Bidder did not meet technical points; therefore, cost was not evaluated. 1. Contractor's Experience Manufacturing Pumps of a Similar Size 2. Contractor's References 3. Contractor's approach to testing the equipment following the installation 4. Cost of service 74.50 71.56 After evaluation, the panel concluded that Pumps Solutions, Inc. presented the best value to the City. Therefore, the panel recommends that Council authorize this one-time purchase with Pump Solutions, Inc. Staff certifies that the recommended vendor bid met specifications. Funding is budgeted in the Wastewater Public Utility Department's W&S Capital Projects Fund for the purpose of funding the Sewer FY21 Non - Fleet Eqmt and Sewer FY 22 Non -Fleet Eqmt projects, as appropriated. DVIN-BE: A waiver of the goal for Business Equity subcontracting requirement is approved by the DVIN-BE, in accordance with the Business Equity Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and expire one year from that date. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Coundl approval as long as sufficient funds have been appropriated. FISCAL INFORMATION 1 CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the Sewer FY21 Non -Fleet Egmt and Sewer FY 22 Non -Fleet Eqmt projects within the W&S Capital Projects Fund to support the approval of the above recommendation and execution of the purchase agreement. Prior to an expenditure being incurred, the Water Dopartment"has the responsibility to validate the availability of funds. Submitted for Citv Manager's Office bv: Reginald Zeno Oriainatina Business Unit Head Dana Burghdoff Reginald Zeno 8517 8018 8517 Chris Harder 5020 Additional Information Contacti Anthony Rousseau 8338 Alyssa Wilkerson 8357