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HomeMy WebLinkAboutContract 59702CSC No. 59702 FORT WORTH, 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 NATIONAL ELECTRICAL SERVICES, INC. DBA NATIONAL FIELD SERVICES, a Texas corporation (an Integrated Power Services, LLC company) ("Vendor"), 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. SIMPLE DESCRIPTION OF SCOPE OF SERVICE ("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 to renew this Agreement under the same terms and conditions (excluding pricing, for up to 4 one-year renewal option(s) (each a "Renewal Term"). 3. Compensation. 3.1 Total compensation under this Agreement will not exceed Six Hundred Sixty Six Thousand Six Hundred Sixty Six Dollars and Sixty Seven Cents ($666,666.67). 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 OFFICIAL RECORD CITY SECRETARY Vendor Services Agreement FT. WORTH, TX Page 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 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 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. 5.3 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. Vendor Services Agreement Page 2 of 12 v.1.4 (November 30, 2021) 7. Indeuendent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, or contractors. Liabilitv 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 ACT(S) 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 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. 8.4 MUTUAL LIMITED WAIVER CONSEQUENTIAL DAMAGES — NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THISAGREEMENT, WHETHER OR NOTSUCHLOSS OR DAMAGE IS BASED ON TORT, STRICT LIABILITY, OR BREACH OF CONTRACT, EXCEPT. (I) TO THE EXTENT SUCH LOSS OR DAMAGE ARISES FROM SUCH PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRA UD; (II) TO THE EXTENT AMOUNTS ARE RECOVERABLE UNDER A POLICY OR POLICIES OF INSURANCE REQUIRED TO BE MAINTAINED BY THE INDEMNIFYING PARTY; (III) TO THE EXTENT SUCH LOSS OR DAMAGE ARISES FROM AWARDS OR ASSESSMENTS OFPUNITIVEDAMAGES; OR (ITS PURSUANT TO THEINDEMNITY OBLIGATIONS OF THE INDEMNIFYING PARTY IDENTIFIED IN THIS AGREEMENT. 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 limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: Vendor Services Agreement Page 4 of 12 v.1.4 (November 30, 2021) 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): []Applicable ❑ 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 Reauirements (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. Vendor Services Agreement Page 5 of 12 v.1.4 (November 30, 2021) (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: 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 I0XIVA21►1Bill :14 National Electrical Services, Inc. Jacob Taylor, Director 651 Franklin Street Lewisville, TX 75057 Facsimile: 14. Solicitation of Emulovees. 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 Vendor Services Agreement Page 6 of 12 v.1.4 (November 30, 2021) to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. 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 Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will be of a high quality and Vendor Services Agreement Page 7 of 12 v.1.4 (November 30, 2021) conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. Immigration 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, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Notwithstanding any terms or conditions to the contrary in this document or any other agreement(s) between the Parties, City acknowledges that Vendor may use, incorporate into, or provide to City for use with the Deliverables (goods and Work Product) or Services provided hereunder, certain intellectual property ("IP") including, without limitation, all copyrights, trade secrets, patents, trademarks, and any other proprietary rights owned by Vendor. Unless otherwise documented in a separate joint development agreement/SOW/PO, nothing in this Agreement or any other applicable document shall be construed as creating a "work made for hire" or similar agreement between the City and Vendor relative to the Deliverables or Services provided hereunder; and, except for the limited license granted to City below, neither Party grants to the other Party any licenses, by implication or otherwise, to any of its IP (whether created, conceived or developed before, on, or after the date hereof). Excluding third -party IP rights (i.e. in Deliverables not manufactured by Vendor), Vendor grants to City (and any successor entity) a fully -paid, non-exclusive, irrevocable, perpetual, royalty -free license for such IP that is incorporated into the Deliverables or Services, that is reasonably necessary for City to use, modify, expand, repair, replace, improve or replicate any Deliverables or Services for its internal business purposes. 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 parry 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 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 Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for Vendor Services Agreement Page 8 of 12 v.1.4 (November 30, 2021) less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on Bovcotting Energv 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) Vendor Services Agreement Page 9 of 12 v.1.4 (November 30, 2021) IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. City: By: Dana Burghdoff(Al 5, 202S6:48 CDT) Name: Dana Burghdoff Title: Assistant City Manager Date: Vendor: By: Name: ti Tay4o Adam Cook Title: Dir-eeter VP of FP&A & Business Intelligence Date: FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: Chn"ftovhef- t4w(el- By: Christopher Hlyder (Jun 30, 2023 12:48 CDT) Name: Chris Harder Title: Water Department Director Approved as to Form and Legality: By: DBlack(Ju(3, 202313:5 Name: Doug Black Title: Sr. Assistant City Attorney Contract Authorization: M&C: 23-0300 Form 1295: 2023-1002335 6/28/23 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: s a Name: Shatabya Bergland Title: Contract Compliance Specialist City Secretary: By: Name: Jannette Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 12 v.1.4 (November 30, 2021) EXHIBIT A SCOPE OF SERVICES See next page. Vendor Services Agreement Page 11 of 12 v.1.4 (November 30, 2021) 1.0 2.0 PART 2 SCOPE OF SERVICESISPECIFICATIONS SCOPE 1.1 The City of Fort Worth (City) seeks bids to establish an annual agreement for switchgear repair and replacement services for the Water Department on an "as needed" basis. 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"/" Vendor." 1.2 This Agreement shall begin on the date the City Secretary Contract is executed by the Assistant City Manager ("Effective Date") and shall expire one year from that date, ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). Upon the expiration of the Initial Term, the Agreement shall automatically renew under the same terms and conditions for up to four (4) one-year renewal periods, unless City or Vendor provides the other party with notice of non -renewal at least 60 days before the expiration of the Initial Term or renewal period. However, if funds are not appropriated, the City may cancel the Agreement 30 calendar days after providing written notification to the Contractor / Vendor. 1.3 Unit prices shall include all costs associated with the goods and services, including but not limited to shipping, handling, fuel charges, fees and certifications fees. NO ADDITIONAL CHARGES WILL BE ACCEPTED OR PAID BY THE CITY. 1.4 Following the award, additional services of the same general category that could have been encompassed in the award of this Agreement, and that are not already on the Agreement, may be added based on the discount offered and price sheet provided with the bid. 1.5 Any specifications/requirements that have been omitted from this scope of service that are clearly necessary or in conformance shall be considered a requirement although not directly specified or called for in the scope of services. 1.6 The submission of a bid by the bidder shall be considered evidence of compliance with these requirements. TENTATIVE SCHEDULE OF EVENTS TASK I DATE ITB Release Date I February 7, 2023 Pre -Bid Conference Deadline for Questions Answers Posted ITB Responses Due Date Recommended Vendor Selection Contract Execution February 15, 2023 at 1.30PM (Local Time) February 17, 2023 at 5PM (Local Time) February 22, 2023 March 2, 2023 AT 1:30 p.m. (Local Time) March 2023 April 2023 ITB 23-0031 Switchgear Repair and Replacement Services Page 12 of 34 3.0 CHANGE IN COMPANY NAME OR OWNERSHIP 3.1 The Vendor shall notify the City's Senior Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 4.0 CONTRACTOR REQUIREMENTS IN ORDER FOR THE BID TO BE EVALUATED, 4.1 The Contractor shall: 4.1.1 Have a minimum of (2) years of experience providing switchgear repair and replacement services within the last five years. 4.1.2 Have and operate a full-time, permanent business address with the ability to be reached by email and telephone from &00am — 5,00pm, Monday- Friday. 50 METHOD OF AWARD 5.1 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: 5.1.1 Meets all the requirements listed in Part 2, Section 4.0. 5.1.2 Submits a completed bid package within the stated deadline and in accordance with the bid specifications. 5.2 Bids that do not receive 50% or more of the total available points, excluding the points for price, will be deemed non -responsive. 5.3 The following criteria will be used to determine the best value: 5.3.1 Cost of service — up to 35 points 5.3.1.1 Will be evaluated using: Price Submittal 5.3.2 Contractor's availability of equipment and certified personnel to perform services — up to 25 points 5.3.2.1 Will be evaluated using: Attachment E — Bidder Qualification Questionnaire and documents specified in 14.2.3, 14.2.4, and 14.2.5. 5.3.3 Contractor's ability to perform services in a timely manner — up to 15 points 5.3.3.1 Will be evaluated using: Attachment E — Bidder Qualification Questionnaire, Attachment D — Reference Sheet, and feedback provided by references 5.3.4 Extent to which the services meet the City's needs — up to 25 points 5.3.4.1 Will be evaluated using: Attachment E — Bidder Qualification Questionnaire and documents specified in 14.2.6. ITB 23-0031 Switchgear Repair and Replacement Services Page 13 of 34 5.4 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. 5.5 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. 5.6 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. 5.7 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. 5.8 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. 6.0 CONTRACTOR'S QUALIFICATIONS 6.1 The Contractor shall be NETA accredited and shall employ NETA certified technicians. Full time staff shall include, at a minimum, one (1) electrical engineer, registered in the state of Texas, and four (4) full time electrical testing technicians, certified by NETA or NICET, fully capable of testing equipment to NETA specifications. 6.2 Contractor shall also have in place a comprehensive safety program with dedicated staff. Resumes and licenses of staff shall be included in the bid submittal to show compliance with this requirement. 7.0 APPLICABLE CODES, STANDARDS. AND REFERENCES 7.1 All inspections and tests shall be in accordance with the following applicable codes and standards except as provided. 7.1.1 National Electric Code (NEC) 7.1.2 National Electrical Manufacturer's Association (NEMA) 7.1.3 American Society for Testing and Materials (ASTM) 7.1.4 Institute of Electrical and Electronic Engineers (IEEE) 7.1.5 National Electrical Testing Association (NETA) 7.1.6 American National Standards Institute (ANSI) 7.1.7 State and Local Codes and Ordinances 7.1.8 Insulated Power Cable Engineering Association (IPCEA) 7.1.9 Association of Edison Illuminating Companies (AEIC) 7.1.10 Occupational Safety and Health Act of 1970 (OSHA) Part 1910; Subpart S, 1910, 308 7.1.11 City of Fort Worth Engineering Standards 7.2 All inspections and tests shall utilize manufacturers' instruction manuals applicable to each particular apparatus. 8.0 FIELD SAFETY PRECAUTIONS 8.1 The Contractor shall be responsible for meeting all federal, state, and local requirements ITB 23-0031 Switchgear Repair and Replacement Services Page 14 of 34 related to workplace safety. 8.2 The Contractor shall provide their staff with all personal protective equipment associated with the job requirements. 8.3 The Contractor shall ensure that sufficient protective barriers, warning signs, and safety equipment is on -site and in place prior to initiating field work. 8.4 The Contractor shall coordinate with City staff to de -energize equipment prior to initiating field work activities. 8.5 NETA standards require Contractors to have a designated representative on staff to supervise operations with respect to safety. The Contractor shall include in their bid the resume of the staff person employed by the Contractor responsible for workplace safety. 9.0 REQUIRED EQUIPMENT 9.1 Contractor shall own mobile vans, trucks, and/or trailers containing testing gear necessary for field-testing. 9.2 Contractor shall own trucks of sufficient size for transportation of large transformers, switchgear, and other large electrical equipment in a safe manner. 9.3 Contractor shall own the following testing equipment at a minimum: high current, voltage and potential test equipment, protective relay test equipment, Megger testing equipment, thermographic inspection equipment, circuit breaker time travel and velocity analysis equipment, mobile transformer oil processing equipment, and watt meter standards calibrator. 9.4 The City maintains a crane contract that can be used to pull and set gear as required. However, the City may request the Contractor to provide a crane in order to expedite the work. Should this be requested, Contractor shall invoice the City for the crane services at the cost-plus percentage included on the Price Submittal page for parts, materials, and equipment. 10.0 CONTRACTOR'S RESPONSIBILITIES 10.1 The Contractor shall- 10.1.1 Provide low, medium and high voltage equipment engineering studies, testing, repair, replacement, calibration, troubleshooting, preventive and predictive maintenance for the electric power distribution systems at City water and wastewater plants and pump stations. 10.1.2 Provide work, services, materials, equipment and supplies on an as -needed basis, as requested by the City. 10.1.3 Be able to work on power distribution systems consisting of, but not limited to, 480V, 2400V, 4160V, and 15KV electrical switchgear, transformers, circuit breakers, cables, relays, capacitors, grounding systems, drives and uninterruptible power supplies. 10.1.4 Be responsible for all City equipment while it is in the Contractor's custody. ITB 23-0031 Switchgear Repair and Replacement Services Page 15 of 34 10.1.5 Perform testing of the equipment to assure that all electrical components are operational within industry and manufacturers' tolerances. Testing shall determine the suitability of equipment for continued reliable operations. 10.1.6 Complete Turnkey Solutions include, but are not limited to the following: 10.1.6.1 Field investigation and data gathering 10.1.6.2 Engineering and installation drawing creation 10.1.6.3 Equipment specification and procurement 10.1.6.4 Pre -installation quality check and bench testing 10.1.6.5 Equipment removal, installation, testing, and commissioning 10.1.6.6 Final reports and project closeout 10.1.6.7 Project management 10.1.7 Break down compensation into hourly rates for field, shop and engineering services, taking into account the various employee classifications, as well as, the time the work is performed. The unit price for hourly rates shall be full compensation for all salaries, benefits, transportation costs, overhead and profits. No compensation will be provided for tools and testing equipment necessary to perform work. 10.1.8 Provide any materials, equipment, components and supplies required for repairs and/or replacement of City equipment. The Contractor shall be compensated for these purchases at the percentage markup shown on the Price Submittal page. The percentage markup must be inclusive of any and all costs associated with salaries, benefits, transportation costs, overhead and profits. A copy of the invoice price for materials, equipment, components, and supplies shall accompany the invoice to the City. 10.1.9 Provide new materials, components, and equipment unless otherwise approved by the City 10.1.10 Perform all works in strict accordance with all local, state, and national codes, ordinances, and regulations governing the work involved. 10.1.11 Be responsible for obtaining any and all permits required by the City of Fort Worth, State of Texas, or any other entity or governing body. Costs associated to obtain City of Fort Worth permits are waived, provided the Contractor coordinates the permit application in advance with the City. 10.1.12 Provide an acceptable level of service in terms of cost, time and workmanship. If any issues regarding the services or parts are found to be unsatisfactory, the Contractor shall be given an opportunity to correct. Failure of the Contractor to correct services or parts to a satisfactory condition shall be considered grounds for terminating Agreement between the Contractor and the City. 10.1.13 Inform the City when he/she arrives on site and leaves, and report his/her hours worked though completion of a work summary sheet. Hourly rates for field work will commence from the time the Vendor arrives on site and continue until the Vendor departs the site. Where appropriate, invoices shall include mileage required for pickup and delivery of equipment. Depending on the work performed, City may hold invoices until required reports are received by the City. ITB 23-0031 Switchgear Repair and Replacement Services Page 16 of 34 110 TESTING AND CALIBRATION 11.1 The City shall notify the Contractor when equipment becomes available for maintenance testing or calibration. 11.2 Contractor shall coordinate work schedule with City to minimize delays and impacts to water/wastewater system operations. 11.3 The City will supply equipment shop drawings, operations and maintenance manuals, engineering drawings and specifications, and any additional equipment and/or system information that would be helpful to the Contractor prior to commencement of the testing or calibration. 11.4 The Contractor shall utilize calibrated instruments, in accordance with NETA standards. Equipment shall be calibrated in accordance with National Institute of Science and Technology (NIST) standards, with calibration labels affixed to testing equipment. 11.5 Upon request by the City, Contractor shall provide calibration records of equipment used in testing at City facilities. 11.6 Testing shall be performed in accordance with the most current editions of ANSI/NETA Standard for Acceptance Testing Specifications for Electrical Power Equipment and Systems, and ANSI/NETA Standard for Maintenance Testing Specifications for Electrical Power Distribution Equipment and Systems. With a submission of a bid response, the Contractor agrees to perform testing in accordance with these specifications. 11.7 Any system, material or workmanship that is found defective on the basis of testing shall be reported in writing to the City. 11.8 Any electrical system components found to be defective during testing will be corrected by the Contractor upon notification to proceed from the City. Testing shall resume after correction of the defect. 11.9 The Contractor shall be responsible for implementing all final settings and adjustments on protective devices and tap changes in accordance with testing results, specified values, manufacturer's recommendations, or engineering analysis and/or reports. 11.10 The Contractor shall maintain a written record of all work activities and results, and provide a test report to the City in accordance with ANSI/NETA Acceptance Testing Specifications for Power Equipment and Systems. 11.11 Test report shall be provided in PDF format. Test report shall be submitted to the City within 30 days of completion of the work. 11.12 The Contractor will replace all City -owned spare parts used for maintenance by the Contractor or arrangements will be made with City to have them replaced at no cost to the City. 11.13 Upon completion of testing, repairs, or maintenance on equipment, a label shall be attached to all service devices, indicating the date serviced and the service company responsible for the work. 12.0 REPAIR AND REPLACEMENT ESTIMATES, 12.1 The Contractor shall provide an estimate for repair in writing before proceeding with any repair work. ITB 23-0031 Switchgear Repair and Replacement Services Page 17 of 34 12.2 Estimates shall be provided no later than seventy-two (72) hours after the Contractor has received the equipment. 12.3 When requested, Contractor shall provide an estimate for replacement of the equipment, in lieu of repair. 12.4 If job estimates exceed $5,000 or the estimated cost is deemed unreasonable, the City may at its discretion competitively bid the work out as an independent contract. 13.0 WARRANTY 13.1 The Contractor shall provide a one-year warranty on parts, equipment and labor against all defects in materials and workmanship. 13.2 Warranty shall be full compensating for labor and materials to address the warranty repair. 13.3 Contractor shall provide a written description of their warranty language with their bid submittal. 13.4 All defective products will be replaced and exchanged by the Contractor. The cost of transportation, unpacking, inspection, re -packing, re -shipping or other like expenses will be paid by the Contractor. 13.5 Contractor agrees to repair or replace promptly, on a one -for -one basis without additional cost to the City of Fort Worth, any and all defective work and products. The City defines "prompt" repair or replacement to be within twenty- four (24) hours after notification by authorized City personnel. 13.6 With respect to all warranties, expressed or implied, from manufacturers, or suppliers for work performed and materials furnished under this contract, the Contractor shall: 13.6.1 Obtain all warranties that would be obtained in normal commercial practice; 13.6.2 Enforce all warranties for the benefit of the City of Fort Worth. 14.0 CITY EMPLOYEE TRAINING 14.1 Training shall be conducted at the City's request covering a wide range of topics including equipment maintenance, testing, troubleshooting, and calibration, predictive maintenance training, and safety training. 14.2 Training shall be compensated at the per day rate, which shall include the instructor's time, as well as, training and educational materials used in the training. 14.3 Unless otherwise stated, training shall occur at City -owned facilities, and include classes of up to 20 City staff. 15.0 PERFORMANCE OF SERVICES 15.1 On -site services shall be performed at the following locations: 15.1.1 Eagle Mountain Water Treatment Plant (WTP) 6801 Bowman Roberts Road Fort Worth, TX 79179 ITB 23-0031 Switchgear Repair and Replacement Services Page 18 of 34 15.1.2 Rolling Hills WTP 2500 SE Loop 820 Fort Worth, TX 76140 15.1.3 North & South Holly WTP 1500 11 th Avenue Fort Worth, TX 76102 15.1.4 Village Creek Water Reclamation Facility 4500 Wilma Lane Arlington, TX 76012 15.1.5 Westside WTP 12200 Old Weatherford Road Fort Worth, TX 76008 15.1.6 Various pumps stations, that will be provided upon request of services. 15.2 The Contractor shall respond to requests for repairs, warranty work and/or troubleshooting during regular business hours within 24 hours of notice by the City. 15.3 Under emergency situations when the health and safety of the public is put in jeopardy, the Contractor shall respond within 4 hours of notice by the City, prepared to mobilize additional work crews as required, and work until the problem is solved. 15.4 Equipment requiring shop work shall be delivered and picked up by the Contractor unless otherwise requested by the City. 15.5 Compensation for pickup and delivery of equipment shall be per mile required for transportation from the site to the Contractor shop. This fee shall include all costs associated with the pickup and delivery of the equipment. 15.6 Hourly rates shall be invoiced to the nearest'/4 hour. 15.7 Normal business hours are Monday through Friday, 7:OOAM- 4:OOPM. 15.8 Overtime/emergencies are Monday through Friday 4:01 PM- 6:59AM and weekends. 16.0 LAWS, REGULATIONS, AND ORDINANCES 16.1 The Vendor shall be responsible for meeting all Federal: laws, ordinances and regulations, State: laws, ordinance and regulations; County: laws, ordinances and regulations; and City: laws, ordinances, and regulations for safety of people, environment, and property. This includes, but is not limited to, all Federal, State, County, and City Agencies, Administrations and Commissions such as the Environmental Protection Agency (EPA), Occupational Safety and Health Administration (OSHA), and the Texas Commission on Environmental Quality (TCEQ). In the event any law, regulation or ordinance becomes effective after the start of this Agreement, the Vendor is required to comply with new policy. Any mandates requiring the City to comply with new guidelines will also require the Vendor to comply. 17.0 INVOICING REQUIREMENTS 17.1 The City of Fort Worth operates an automated invoicing system (AIM). 17.2 The Contractor shall send invoices electronically to our centralized Accounts Payable department invoice email address: suoolierinvo►ces(cDfortworthtexas.gov. This email ITB 23-0031 Switchgear Repair and Replacement Services Page 19 of 34 address is not monitored so please do not send correspondence to this email address. The sole purpose of the supplier invoices email address is to receipt and process supplier invoices. 17.3 Please include the following on the subject line of your e-mail: vendor name, invoice number, and PO number, separated by an underscore (ex: Example, Inc._123456_FW013- 0000001234) 17.4 To ensure the system can successfully process your invoice in an expedient manner, please adhere to the following requirements: • All invoices must be either a PDF or TIFF format. • Image quality must be at least 300 DPI (dots per inch). • Invoices must be sent as an attachment (i.e. no invoice in the body of the email). • One invoice per attachment (includes PDFs). Multiple attachments per email is acceptable but each invoice must be a separate attachment. • Please do not send handwritten invoices or invoices that contain handwritten notes. • Dot matrix invoice format is not accepted. • The invoice must contain the following information: • Supplier Name and Address; • Remit to Supplier Name and Address, if different; • Applicable City Department business unit# (i.e. FW013) • Complete City of Fort Worth PO number (i.e. the PO number must contain all preceding zeros); • Invoice number; • Invoice date; and • Invoices should be submitted after delivery of the goods or services. 17.5 To prevent invoice processing delays, please do not send invoices by mail and email and please do not send the same invoice more than once by email to suoolierinvoices(aDfortworthtexas.00v. To check on the status of an invoice, please contact the City Department ordering the goods/services or the Central Accounts Payable Department by email at: ZZ FIN AccountsPavable(a).fortworthtexas.00v. 17.6 If you are unable to send your invoice as outlined above at this time, please send your invoice to our centralized Accounts Payable department instead of directly to the individual city department. This will allow the city staff to digitize the invoice for faster processing. 17.7 If electronic invoicing is not possible, you may send your paper invoice to: City of Fort Worth Attn: FMS Central Accounts Payable 200 Texas Street Fort Worth, Texas, 76102 The City's goal is to receive 100% of invoices electronically so that all supplier payments are processed efficiently. To achieve this goal, we need the Contractor's support. If Contractor has any questions, please contact the Accounts Payable team at (817) 392- 2451 or by email to ZZ FIN AccountsPavable d)fortworthtexas.gov. 17.8 Contractor shall not include Federal, State of City sales tax in its invoices. City shall furnish a tax exemption certificate upon Vendor's request. ITB 23-0031 Switchgear Repair and Replacement Services Page 20 of 34 18.0 UNIT PRICE ADJUSTMENT 18.1 Vendor may request a Price Adjustment based on Price Adjustment Verification up to one time Quarterly. Price Adjustment means an unplanned or unanticipated change, upward or downward, from the established contract price that is supported by demonstrated Price Adjustment Justification. A request for a Price Adjustment must be initiated by the Vendor. Price Adjustments shall not be allowed more frequently than once Quarterly. It is within the sole discretion of the City to determine whether an adjustment is necessary and/or acceptable. 18.2 Quarterly means the City's Fiscal year quarters, being each of the three (3) month periods the first of which begins October 1. Quarter (Q) 1: October 1 — December 31: Q2: Jan 1 — March 31, Q3P. April 1 — June 30, Q4. July 1 — September 30. 18.3 Price Adjustment Justification means documentation supporting a requested Price Adjustment and showing an objectively verifiable basis for a change in price due to the documented impact of economic conditions on labor, equipment, or materials. Examples of possible Price Adjustment Justification include, but are not limited to, cost indexes, and/or updated supplier price sheets. It is within the sole discretion of the City to determine whether Price Adjustment Justification is sufficient and/or acceptable. 18.4 The Vendor must submit its Price Adjustment request, in writing, at least 60 days before the effective period (1" day of a new quarter). The Vendor must provide all Price Adjustment Justification, as defined above, at the time of its request for a Price Adjustment. 18.5 If the City, in its sole discretion, concludes that the requested Price Adjustment is unreasonable or not fully supported by adequate Price Adjustment Justification, the City reserves the right to adjust the rate increase, or reject the requested Price Adjustment in its entirety and allow the contract to expire at the end of the contract term. If the City elects not to accept a requested Price Adjustment, the Purchasing Division may issue a new solicitation. 18.6 Prices offered shall be used for bid analysis and for Agreement pricing. In cases of errors in extensions or totals, the unit prices offered will govern. Upon expiration of the Agreement term the successful bidder, agrees to hold over under the terms and conditions of this Agreement for a reasonable period of time to allow the City to re -bid an Agreement, not to exceed ninety (90) days. Vendor will be reimbursed for this service at the prior Agreement rate(s). Vendor shall remain obligated to the City under all clauses of this Agreement that expressly or by their nature extends beyond and survives the expiration or termination of this Agreement. 18.7 Delivery of goods and/or services shall not be suspended by the Vendor without a 30-day prior written notice to the Purchasing Manager. 18.8 Only Published price changes will be accepted. Prices that were in effect at the time of order placement shall take precedence. 18.9 To submit a quarterly unit price adjustment request, email the proposed revised line item pricing and justification for the price change to FMSPurchasinct Res oonses(a)fortworthtexas.4ov. 21.8.1 Emails must include "Quarterly Unit Price Adjustment Request" and the bid number on the subject line to be considered. For example: "Quarterly Unit Price Adjustment Request- Bid No. 23-0031 " ITB 23-0031 Switchgear Repair and Replacement Services Page 21 of 34 19.0 PERFORMANCE 19.1 Failure of the City to insist in any one or more instances upon performance of any of the terms and conditions of this Agreement shall not be construed as a waiver or relinquishment of the future performance of any terms and conditions, but the Vendor's obligation with respect to such performance shall continue in full force and effect. 20.0 SUBCONTRACTING 20.1 No subcontracting of the work under this contract will be allowed without written permission from the City. 21.0 HAZARDOUS CONDITIONS 21.1 The Vendor is required to notify the City immediately of any hazardous conditions and/or damage to any property. 21.2 Hazardous materials shall be handled with care and workers shall wear Personal Protective Equipment (PPE) while handling hazardous material. If there are questions regarding how to dispose of materials, the Contractor shall contact City of Fort Worth Code Compliance at 817-392-1234. 22.0 CONTRACT ADMINISTRATION AND TERMINATION 22.1 Contract administration will be performed by the City Department. In the event the Vendor fails to perform according to the terms of the agreement, The Department head or his/her designee will notify the Vendor, in writing, of its failures. A meeting may be arranged to discuss the Vendor's deficiencies. A written cure notice may be prepared giving the Vendor 14 calendar days to cure any deficiency. 22.2 In the event the Vendor continues with unsatisfactory performance, the department will promptly notify the Senior Purchasing Manager who will take appropriate action to cure the performance problem(s), which could include cancellation, termination for convenience or default. If the agreement is terminated for default, the Vendor may be held liable for excess cost and/or liquidated damages. 22.3 The Vendor will be paid only those sums due and owing under the agreement for services satisfactorily rendered, subject to offset for damages and other amounts which are, or which may become, due and owing to the City. 22.4 The City reserves the right to terminate this agreement, or any part hereof, for its sole convenience. In the event of such termination, the Vendor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subVendors to cease work. Subject to the terms of this agreement, the Vendor shall be paid a percentage of the agreement price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Vendor can demonstrate to the satisfaction of the City using its standard record keeping system, have resulted from the termination. However, in no event shall the total of all amounts paid to the Vendor exceed the agreement price. The Vendor shall not be reimbursed for any profits which may have been anticipated, but which have not been earned up to the date of termination. 23.0 RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT 23.1 If the Federal award meets the definition of "funding eCFR — Code of Federal Regulations agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the ITB 23-0031 Switchgear Repair and Replacement Services Page 22 of 34 EXHIBIT B PAYMENT SCHEDULE See next page. Vendor Services Agreement Page 12 of 12 v.1.4 (November 30, 2021) FORT WORTH. PRICE SUBMITTAL Event ID Page CFW01-23-0031 4 Event Round Version I I Event Name ITB Switchaear Repair and Replacement Services Start Time Finish Time 02/7/2023 08:00:00 CST 03/02/2023 13:30:00 CST Invited: PUBLIC EVENT DETAILS Submit To: City of Fort Worth FINANCIAL MANAGEMENT SERVICES FINANCE - City Hall Purchasing 200 Texas St. (Lower Level Rm 1500) Fort Worth TX 76102-6314 United States Email: FMSPurchasingResponses@fortworthtexas.gov Line: 1 Descriptip Qtv Unit UnitPrice Total Services, Field Services, Normal Hours, 850.00 HR Monday -Friday, 7:OOAM-4:OOPM 110.00 93,500.00 Line: 2 Description: QtV Unit UnitPrice Total_ Services, Field Services, Overtime Hours, 950.00 HR Weekends & Monday -Friday 4:01 PM-6:59AM 165.00 156,750.00 Line: 3 Description: Qtv Unit UnitPrice Total Services, Shop Services, Normal Hours, 850.00 HR Monday -Friday, 7:OOAM-4:OOPM 100.00 85,000.00 Line: 4 Description: Qtv Unit UnitPrice Total Services, Shop Services, Overtime Hours, 700.00 HR Weekends & Monday -Friday 4:01 PM-6:59AM 150.00 105,000.00 Line: 5 Description: Qtv Unit UnitPrice Total Engineering Services, Professional Engineer 600.00 HR 200.00 120,000.00 Line: 6 Description: Qtv Unit UnitPrice Total Engineering Services, Graduate, Engineer, 700.00 HR Technician, etc. 150.00 105,000.00 Line: 7 Description: Qtv Unit UnitPrice Total Pickup & Delivery of Equipment at City Site, 450.00 DH rate per mile 1.00 450.00 Line: 8 Qtv Unit UnitPrice Total description: mployee Training Class per classroom hour / per employee 7.00 DA at Lewisville Training Facility 1 90.00/HR 1 1630.00 1 ITB 23-0031 Switchgear Repair and Replacement Services Page 3 of 34 FORT WORTH PRICE SUBMITTAL EventlD Pagel CFW01-23-0031 5f Event Round Version 1 1 Event Name ITB Switchqear Repair and Reolacement Services Start Time Finish Time 02/7/2023 08:00:00 CST 03/02/2023 13:30:00 CST Line: 9 Description: Qtv Miscellaneous Parts, Material, and 934,825.00 Equipment; Cost Plus _10_% Markup. Quantity listed is the estimated annual cost. An example of the total to be listed on this line item is $934,825.00 + $93,482.50 (10% MARKUP) = $1,028,307.50. Invited: PUBLIC EVENT DETAILS Submit To: City of Fort Worth FINANCIAL MANAGEMENT SERVICES FINANCE - City Hall Purchasing 200 Texas St. (Lower Level Rm 1500) Fort Worth TX 76102-6314 United States Email: FMSPurchasingResponses@fortworthtexas.gov Unit UnitPrice DO 93,482.50 Total Bid Amount: Total 1,028,307.50 1,694,637.50 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. Prompt Payment Discount Terms: N/A Percent N/A Days (i.e. 3% Net 15, etc.) ITB 23-0031 Switchgear Repair and Replacement Services Page 4 of 34 City of Fort Worth, Texas Mayor and Council Communication DATE: 04/25/23 M&C FILE NUMBER: M&C 23-0300 LOG NAME: 13P ITB 23-0031 SWITCHGEAR REPAIR AND REPLACEMENT SRVS AW WATER SUBJECT (ALL) Authorize Execution of Agreements with Electrical Reliability Services, Inc., National Electrical Services, Inc. dba National Field Services, and Shermco Industries, Inc. for Switchgear Repair and Replacement Services for the Water Department in a Combined Annual Amount Up to $2,000,000.00 and Authorize Four, One -Year Renewals in the Amount of $2,400,000.00 for the First Renewal, $2,880,000.00 for the Second Renewal, $3,456,000.00 for the Third Renewal, and $4,147,200.00 for the Fourth Renewal RECOMMENDATION: It is recommended that the City Council authorize execution of agreements with Electrical Reliability Services, Inc., National Electrical Services, Inc. dba National Field Services, and Shermco Industries, Inc. for switchgear repair and replacement services for the Water Department in a combined annual amount up to $2,000,000.00 and authorize four, one-year renewals in the amount of $2,400,000.00 for the first renewal, $2,880,000.00 for the second renewal, $3,456,000.00 for the third renewal, and $4,147,200.00 for the fourth renewal. DISCUSSION: The Water Department approached the Purchasing Division for assistance with securing an agreement for switchgear repair and replacement services on an as -needed basis. Under the proposed agreements, the vendors will provide field and shop repairs on electric switchgear equipment located at water and wastewater treatment plants, and pump stations. In the event the electrical component cannot be repaired, the vendors will offer options of replacement components to ensure the electric power distribution systems remain in an operable state. Purchasing issued an Invitation to Bid (ITB) that consisted of detailed specifications including the certification and licensing requirements of prospective vendors, the equipment required to perform repairs, and the response time needed to ensure repairs are performed in a timely manner. The ITB was advertised in the Fort Worth Star -Telegram on February 8, 2023, February 15, 2023, February 22, 2023, and March 1, 2023. The City received three responses. An evaluation panel consisting of representatives from the Water and Transportation Public Works Departments reviewed and scored the submittal using Best Value criteria. The individual scores were averaged for each of the criteria and the final scores are listed in the table below. Bidder Electrical Reliability Services, Inc National Electrical Services, Inc. Shermco Industries, Inc. Best Value Criteria: Evaluation Factors a b c d Total score 111.88I17.50I113.131130.5211 63.02 1 dba National Field Services 1112.50I17.50I112.501132.6511 65.15 113.13I17.50I112.501135.0011 68.13 a. Contractor's availability of equipment and certified personnel to perform services b. Contractor's ability to perform services in a timely manner c. Extent to which the services meet the City's needs d. Cost of service After evaluation, the panel concluded that Electrical Reliability Services, Inc., National Electrical Services, Inc. dba National Field Services, and Shermco Industries, Inc. presented the best value. Therefore, the panel recommends that Council authorize agreements with Electrical Reliability Services, Inc., National Electrical Services, Inc. dba National Field Services, and Shermco Industries, Inc. No guarantee was made that a specific amount of services would be purchased. Staff certifies that the recommended vendors' bids met specifications. Due to market volatility caused by supply chain disruptions, it may be necessary to increase the total compensation for each annual renewal term. Therefore, it is recommended that Council authorize a total compensation increase for the renewal terms, if exercised, of 20% each year. The total compensation for the initial term of the contracts shall not exceed $2,000,000.00, $2,400,000.00 for the first renewal, $2,880,000.00 for the second renewal, $3,456,000.00 for the third renewal, and $4,147,200.00 for the fourth renewal. FUNDING: The maximum amount allowed under this agreement for the initial term will be $2,000,000.00; however, the actual amount used will be based on the need of the department and available budget. Funding is budgeted in the Other Contractual Services account of the Wastewater Departments rollup within the Water & Sewer Fund. 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. RENEWAL TERMS: This agreement may be renewed for four additional, one-year terms at the amounts authorized through this Mayor & Council Communication. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon approval of the recommendation, funds are available in the current operating budget, as previously appropriated, in the Water & Sewer Fund. Prior to an expenditure being incurred, the Water Department has the responsibility to validate the availability of funds. Submitted for Citv Manaaer's Office bv: Reginald Zeno 8517 Oriainatina Business Unit Head Additional Information Contact: Expedited Dana Burghdoff 8018 Reginald Zeno 8517 Christopher Harder 5020 Jo Ann Gunn 8525 Alyssa Wilkerson 8357 Integrated Power Services LLC Attachment to Certificate of Insurance June 1, 2023 - June 1, 2024 U.S. Subsidiaries 1. Cleveland Rebabbitting Service, Inc. 2. Monarch Electric, LLC 3. Glassport Realty, Ltd. 4. National Switchgear Holding, LLC 5. National Switchgear Systems, Inc. 6. National Electrical Services, Inc. Dba National Field Services 7. TRICO TCWIND, Inc. 8. Electro-Mec, Inc. 9. Monarch Electric Service Company 10. Pennsylvania Electric Coil, Ltd. 11. Precision Electric Motor Works, Inc. 12. Continental Electric Motor Parts and Repairs, L.L.C. 13. Excel Apparatus Services, Inc. 14. Delta Electric Motors, Inc. 15. Eastside Electric Motors, L.L.C. 16. Rotek Services Inc. 17.IEM Intermediate Holdings Inc. 18.C.H.W. Enterprises LLC dba Industrial Electric Machinery 19. Reed Electric and Field Service, LLC 20. Reed (NV) Intermediate Holdings Inc. 21. R.A. Reed (CA) Intermediate Holdings Inc. 22. R.A. Reed Electric, LLC 23.A+ Electric Intermediate Holdings, Inc 24.A+ Electric Motor, Inc 25. Southland Electrical Supply, LLC 26. South -East Switchgear, LLC 27. Southland Automation, LLC 28. Mid -South Electrical Supply LLC 29. Southland Electric Rentals LLC 30. Charter Contact & Supply, LLC 31.Industrial Panel Company, LLC 32. Evans Enterprises, Inc. 33.TAW Holding Group, Inc. 34. Tampa Armature Works, Inc. 35. TAW Jacksonville Service Center, Inc. 36.TAW Lake City Service Center, Inc. 37.TAW Technical Field Services, Inc. 38.TAW Georgia Services Centers, Inc. 39.TAW Miami Service Center, Inc 40.TAW Orlando Service Center, Inc. 41.TAW Inc. 42.TAW Power Systems, Inc. 43.TAW Payroll, Inc. 44.TAW IP, Inc. 45. TAW Lakeland TFS Real Estate, LLC 46. TAW Orlando Service Center Real Estate, LLC 47.TAW Tampa Service Center Real Estate, LLC 48.TAW Real Estate Holdings, LLC 49. TAW Jacksonville Service Center Real Estate, LLC 50. Snook Holdings, LLC 51. Pompano Power And Marine, LLC 52.6312 South 78th Street, LLC 53. Bay Area Investments Inc. 54.OneIPS LLC 55. North America Site Services, LLC Additional DBA's 56.Tampa Armature Works, Inc-DBA TAW Custom Equipment 57.Tampa Armature Works, Inc-DBA TAW Tampa Services Center 58.Tampa Armature Works, Inc-DBA TAW Equipment Services Canada Subsidiaries 59. Integrated Power Services Inc.