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HomeMy WebLinkAboutContract 60181CSC No. 60181 FORT WORTH 41,11ir 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 Odessa Pumps and Equipment, Inc. ("Vendor"), a Domestic For -Profit Corporation and acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." 1. Scoue of Services. Vendor will perform repairs and/ or replacement of pumps, pump motors, and pump control panels in accordance with ITB 23-0050.("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 One (1) year(s), beginning on the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to Four (4) one-year renewal option(s) (each a "Renewal Term"). 3. Comnensation. 3.1 Total compensation under this Agreement will not exceed Four Hundred Twenty - Three Thousand Eight Hundred Dollars and Zero Cents ($423,800.00). 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-annronriation 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 Vendor Services Agreement CITY SECRETARY Odessa Pumps and Equipment, Inc. FT. WORTH, Tx Page 1 of 17 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 Oblisations 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. Notwithstanding any provision to the contrary, if City terminates any order for goods which are custom manufactured for City or otherwise not saleable to other customers of Vendor (or in the case of goods not manufactured by Vendor, the manufacturer of such goods) ("Custom Goods") for reasons other than Vendor's default with regard to that specific order, then City shall pay Vendor the full value of the Custom Goods, plus any applicable cancellation or termination fees. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will endeavor to 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 one (1) year after final payment under this Agreement, or the final conclusion of any audit commenced during the said year, 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 Vendor Services Agreement Odessa Pumps and Equipment, Inc. Page 2 of 17 this Agreement. At City's sole cost, 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. Notwithstanding the broadness of City's audit rights, it is understood and agreed that City shall not be entitled to Vendor's cost structure, profit margins, trade secrets, confidential data, or other proprietary information. Additionally, the audit frequency shall not exceed one (1) time per twelve (12) month period and shall be scheduled at a time mutually acceptable to both parties. Any audit shall be done by a party mutually agreeable by City and Vendor. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, 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, 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. CITY WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, 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 CITY, 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 Vendor Services Agreement Odessa Pumps and Equipment, Inc. Page 3 of 17 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 PROPER TYINDEMNIFICATION— Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, 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. Notwithstanding the foregoing, this indemnification obligation of Vendor does not apply with respect to software and/or documentation or portions thereof not manufactured, created, or fabricated by Vendor. E:JEA IIIIIIIIeMIl1liS0YONIF.A21QINOW.Rer 11011►[CAwilyWK6]►Yr:RIeII1':III- )IerIC6l1Y:IM CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL OR INDIRECT DAMAGES (WHETHER FORESEEABLE OR NOT AT THE DATE OF THIS AGREEMENT) INCLUDING BUT NOT LIMITED TO LOSS OF PRODUCTION, LOSS OF PROFITS (WHETHER DIRECT OR INDIRECT), OR BUSINESS INTERRUPTION, REGARDLESS OF THE CAUSE, INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE IN ANY FORM, WILLFUL OR RECKLESS ACT OR OMISSION, STRICT LIABILITY, BREACH OF WARRANTY, BREACH OF DUTY (STATUTORY OR OTHERWISE), BREACH OF CONTRACT, OR ANY OTHER LEGAL FAULT OR RESPONSIBILITY OF EITHER PARTY, ITS EMPLOYEES OR AGENTS, OR ANY OTHER PERSON OR PARTY. Vendor Services Agreement Odessa Pumps and Equipment, Inc. Page 4 of 17 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 limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): Applicable N/A Vendor Services Agreement Odessa Pumps and Equipment, Inc. Page 5 of 17 $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) To the extent of the liabilities expressly assumed hereunder, 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) To the extent of the liabilities expressly assumed hereunder, the workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the City in accordance with the notice provision of this Agreement. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (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 Vendor Services Agreement Odessa Pumps and Equipment, Inc. Page 6 of 17 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 Vendor Services Agreement Odessa Pumps and Equipment, Inc. To VENDOR: Odessa Pumps & Equipment, Inc. David Brock, Director 2321 E Pioneer Dr Irving, TX 75061 Facsimile: N/A Page 7 of 17 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 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 Maj eure 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 eure 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. Notwithstanding the foregoing, this provision shall not apply with regard to obligations to pay or to provide indemnity and defense. 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 Vendor Services Agreement Odessa Pumps and Equipment, Inc. Page 8 of 17 ambiguities are to be resolved against the drafting parry will not be employed in the interpretation of this Agreement or Exhibits A, and B. 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. Counteruarts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. It is understood and agreed that the reports, records, etc., made by Vendor as to the results of its services shall be the good faith opinions only of Contractor and are not to be construed as warranties or guarantees, express or implied, of quality, classification, merchantability or fitness for purpose. 25. Warranty of Goods. In the event of goods assembled by Vendor and furnished hereunder are found to be defective or otherwise fail to conform to the written specifications set forth in the Purchase Order, Vendor, at its sole option and at its cost, either: (1) replace such goods at the delivery point specified in the Purchase Order or (2) repair such goods provided that City notifies Vendor within twelve (12) months of delivery of the defective or non -conforming goods ("Warranty Period"). Notwithstanding anything contained herein to the contrary, City's remedies with respect to goods or any component of the goods manufactured by others and furnished hereunder that are found to be defective or otherwise not in conformity with this Agreement or the Purchase Order are limited to any warranties and warranty periods extended and honored by the manufacturer. Vendor's warranty obligation shall be limited to assigning third -party warranties to City. However, Vendor will be obligated to provide all reasonable assistance to the City and will act as a liaison between the City and the manufacturer in the enforcement of the manufacturer's warranty. 26. THERE ARE NO WARRANTIES BY VENDOR WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. THIS WARRANTY IS GIVEN EXPRESSLY AND IN PLACE OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES BY VENDOR, INCLUDING THOSE FOR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. 27. 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). Vendor must adhere to all applicable 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. 28. 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 Vendor Services Agreement Odessa Pumps and Equipment, Inc. Page 9 of 17 conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration. 29. Signature Authoritv. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective parry, 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. 30. Change in Comuanv 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. 31. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 32. 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. 33. 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 Vendor Services Agreement Odessa Pumps and Equipment, Inc. Page 10 of 17 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. 34. 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. 35. 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 Odessa Pumps and Equipment, Inc. Page 11 of 17 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. City: By: C>9�1-� Name: Jesica McEachern Title: Assistant City Manager Date: September 27, 2023 Vendor: Davi'/l Ekock By:David Brock (Sep 25, 2023 15:36 CDT) Name: David Brock Title: Director Date: 9/25/2023 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: 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 By: and reporting requirements. Name: Dave Lewis Title: Interim Director Approved as to Form and Legality: �� By: Name: Nico Arias Title: Assistant City Attorney Contract Authorization: M&C: 23-0447 Form 1295:2023-1016498 By: Name: Matthew Quinn Title: Management Analyst II City Secretary: By: Name: Jannette Goodall Title: City Secretary �s°t° .0 Pv8 �=A dQa� n6XA?o4p OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Odessa Pumps and Equipment, Inc. Page 12 of 17 EXHIBIT A SCOPE OF SERVICES Vendor will perform the repair and/ or replacement of pumps, pump motors, and pump control panel repairs and/ or replacement for multiple City departments on an as needed basis as outlined in ITB 23-0050. CONTRACTOR RESPONSIBILITIES — Contractor shall 1.1 Vendor shall include all cost associated including but not limited to delivery and/or fuel charges. No additional charges will be accepted or paid by the City. 1.2 Vendor shall understand job locations will normally be within the City of Fort Worth, Texas; and shall be performed at the location requested by the Department Contract Manager or designee. 1.3 Vendor shall provide an estimate for repair in writing before proceeding with any repair work. Estimate shall be provided to the City within 24 hours of repair notification. When requested, Vendor shall provide an estimate for replacement of the equipment, in lieu of repair. If j ob 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. Vendor shall only invoice for actual work performed according to the contract. Labor hours shall be invoiced to the nearest 1/4 hour. 1.4 Vendor shall assess equipment prior to beginning work in order to properly size new or replacement equipment. Should the sizing not be performed properly based on the vendor's initial assessment, Vendor shall be responsible for the replacement or upgrade. 1.5 Vendor shall be responsible for implementing all final settings and adjustments on equipment provided, with input from the City on the operational parameters. 1.6 Vendor shall diagnose and repair electrical problems associated with a central controller as well as field satellite controllers. 1.7 Vendor shall have qualified staff in-house to make all necessary repairs to avoid delays. 1.8 Vendor shall respond to requests for repairs, warranty work and/or troubleshooting within 24 hours of notice by the City. 1.9 Vendor shall provide one electronic and two hard copies of shop drawings, startup reports, and O&M manuals for new equipment provided under this agreement. Vendor shall be responsible for implementing all final settings and adjustments on equipment provided, with input from the City on the operational parameters. 1.10 Vendor shall maintain a written record of all work activities and equipment provided to the City during the lifetime of this agreement. When called upon, Vendor shall provide maintenance and repair records to the City. 1.11 Vendor shall coordinate with City staff to de -energize equipment prior to initiating field work activities. 1.12 Vendor shall designate at least one (1) person as Point of Contact with office phone or cell phone Vendor Services Agreement Odessa Pumps and Equipment, Inc. Page 13 of 17 number and email for accessibility. 1.13 Vendor's Point of Contact shall respond to calls, voicemails and emails within one (1) hour during normal business hours. Monday through Friday 8:00 am to 5:00 pm Central Standard Time. 1.14 All work, equipment, and materials shall be in accordance with the following applicable codes and standards except as provided. 1.14.1. National Electrical Manufacturer's Association (NEMA) 1.14.2. American Society for Testing and Materials (ASTM) 1.14.3. Underwriters Laboratories (UL) 1.15 Perform all inspections, tests and troubleshooting utilizing manufacturers' instruction manuals applicable to each particular apparatus. 1.16 Vendor shall have the capabilities to perform the necessary repairs to pumps including electrical, plumbing and shaft/bowl replacement. 2. WARRANTY 2.1 All parts installed under this contract shall carry a minimum allowable manufacturer warranty period for up to one year. Warranties shall be effective on the date the parts are accepted by the City. 2.2 No repair or service work provided on any existing equipment shall void the existing warranty on the equipment. 2.3 Contractor warrants and guarantees that all items shall be in good working order from the time items are placed into service. Items shall be free of defects by design, materials, and workmanship for a period of not less than two years. Should equipment fail during the warranty period, it shall be repaired/replaced at no expense to the City. Vendor Services Agreement Odessa Pumps and Equipment, Inc. Page 14 of 17 EXHIBIT B FORT 1WORTH, PAYMENT SCHEDULE PRICE SUBMITTAL Event ID Pagel CFWOI-23-0050 3 Event Round Version l 1 1 Event Name ITB Pumo Renairs Start Time Finish Time 03/28/2021 15.30.00 CDT 04/13/2023 13:30,00 CDT Line Details Line: 1 Description: Pump Repair Regular Hours Monday through Friday 8:00 am to 5:00 pm Line: 2 Descrimion: Pump Repair Service Overtime Monday through Friday 5:01 pm to 7:59 am Weekends andCity Observed Holidays Line: 3 Description. - Electric Pump Repair Regular Hours Monday through Friday 8:00 am to 5-.OD pm Line: 10 Description: Electrical Pump Repair Services Overtime Hours Monday through Friday 5:01 pm to 7:59 am Weekends and City Observed Hal idays Invited. 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 76102-8314 United States Email: FMSPurchasingResponses@fortworthtexas.gov 41tv Unit UnitPrice Total 110D.D0 HR W Unit _ UnitPrice Total 930.00 HR $82.00 ft1 d $76,260.0 r Qtv Unit UnitPrice Total 1DDO.00 HR _ � $5D.G0 G$6s,000.0] 1 Qtv Unit UnitPrice Total I 930.00 HR y_ $82. 00 d 1 �a $76,260.00 j 2W Total Bi Amount: $284 524.00' Prompt Payment Discount Terms: 0 Percent 30 Days (i.e. 3% Net 15, etc A bid of "0" will be interpreted by the City as a no-charga (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" a no response may be considered as non- responsive and may result in disqualification of this bid. Items not listed above will be offered at a discount of 15 % TH€SI IS BASED ON BUY -BOARD PRICING (All parts and replacement parts may be added an an as needed basis throughout the life of the agreement, therefore, the bidder shall submit a price list for all available items with their bid submittal.) Vendor Services Agreement Odessa Pumps and Equipment, Inc. Page 15 of 17 1. INVOICING REOUIREMENTS 1.1. The City of Fort Worth has begun implementing an automated invoicing system. 1.2. The Contractor shall send invoices electronically to our centralized Accounts Payable department invoice email address: supplierinvoices@fortworthtexas.gov. This email 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. 1.3. 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). 1.4. To ensure the system can successfully process your invoice in an expedient manner, please adhere to the following requirements: 1.4.1. All invoices must be either a PDF or TIFF format. 1.4.2. Image quality must be at least 300 DPI (dots per inch). 1.4.3. Invoices must be sent as an attachment (i.e. no invoice in the body of the email). 1.4.4. One invoice per attachment (includes PDFs). Multiple attachments per email is acceptable but each invoice must be a separate attachment. 1.4.5. Please do not send handwritten invoices or invoices that contain handwritten notes. 1.4.6. Dot matrix invoice format is not accepted. 1.4.7. The invoice must contain the following information: 1.4.7.1. Supplier Name and Address; 1.4.7.2. Remit to Supplier Name and Address, if different; 1.4.7.3. Applicable City Department business unit# (i.e. FW013); 1.4.7.4. Complete City of Fort Worth PO number (i.e. the PO number must contain all preceding zeros); 1.4.7.5. Invoice number; 1.4.7.6. Invoice date; and 1.4.8. Invoices should be submitted after delivery of the goods or services. 1.5. 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 supplierinvoices@fortworthtexas.gov. 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 AccountsPavablenfortworthtexas.izov. Vendor Services Agreement Odessa Pumps and Equipment, Inc. Page 16 of 17 1.6. 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. 1.7. 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(a,fortworthtexas.Rov. 1.8. Contractor shall not include Federal, State of City sales tax in its invoices. City shall furnish a tax exemption certificate upon Vendor's request Vendor Services Agreement Odessa Pumps and Equipment, Inc. Page 17 of 17 City of Fort Worth, Texas Mayor and Council Communication DATE: 06/13/23 M&C FILE NUMBER: M&C 23-0447 LOG NAME: 13P ITB 23-0050 PUMP REPAIRS SUBJECT (ALL) Authorize Execution of a Purchase Agreement with Odessa Pumps and Equipment, Inc. for Pumps, Pump Motors, and Pump Control Panel Repairs and/or Replacement for Multiple City Departments in an Annual Amount Up to $423,800.00 and Authorize Four One -Year Renewals for the Same Annual Amount RECOMMENDATION: It is recommended that City Council authorize execution of a purchase agreement with Odessa Pumps and Equipment, Inc. for pumps, pump motors, and pump control panel repairs and/or replacement for multiple City departments in an annual amount up to $423,800.00 and authorize four, one-year renewals for the same annual amount. DISCUSSION: The Property Management, Park and Recreation, and Public Events Departments approached the Purchasing Division for assistance with securing an agreement for pump repairs on an as -needed basis. The proposed agreement is both for the repair and/or replacement of pumps, pump motors, and pump control panels. Purchasing issued an Invitation to Bid (ITB) that consisted of detailed specifications regarding the list of pumps, including pump size, that may need repair and/or replacement. The ITB was advertised in the Fort Worth Star -Telegram on March 29, 2023 and April 5, 2023. The City received four responses. An evaluation panel consisting of representatives from the Property Management, Park and Recreation, and Public Events 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 Anytime Pump Service Co. dba CIE Odessa Pumps and Equipment, Inc. Zone Industries dba Precision Pump Systems Smith Pump Company Best Value Criteria: Evaluation Factors Total Score 12.5 10.0 7.5 36.59 66.59 12.5 10.0 7.5 20.40 50.40 a. State Licensing, Certifications, and Qualifications b. Vendors Approach to performing the service c. Types of pumps repaired d. Cost of Service After evaluation, the panel concluded that Odessa Pumps and Equipment, Inc. presents the best value. Therefore, the panel recommends that Council authorize agreements with Odessa Pumps and Equipment, Inc. No guarantee was made that a specific amount of services would be purchased. Staff certifies that the recommended vendor's bid met specifications. Approval of this Mayor & Council Communication authorizes the City to spend up to $423,800.00 per year with vendor for pump repair services. Actual usage in any term can be up to the authorized amount and will be dependent upon actual appropriations for this purpose in the departments' budgets. FUNDING: The maximum amount allowed under this agreement for the initial term will be $423,800.00, however, the actual amount used will be based on the need of the department and available budget. Funding is budgeted in the General Fund, the Culture and Tourism and Municipal Golf Funds 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. RENEWAL TERMS: This agreement may be renewed for four additional, one-year terms. 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 General Fund and in the Culture and Tourism and Municipal Golf Funds. Prior to an expenditure being incurred, the Property Management, Park and Recreation, and Public Events departments have the responsibility to validate the availability of funds. Submitted for Citv Manaaer's Office by Oriainatina Business Unit Head Additional Information Contact: Reginald Zeno 8517 Jessica McEachern 5804 Reginald Zeno 8517 Dave Lewis 5717 Jo Ann Gunn 8525 Charles Benson 8063