HomeMy WebLinkAboutContract 60190City Secretary Contract No. 60190
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, and
BALANCE VIBRATION TECHNOLOGIES, INC. ("Vendor"), each individually referred to as a
"party" and collectively referred to as the "parties."
1. Scope of Services. Centrifugal blowers maintenance and services ("Services"), which are
set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes.
2. Term. The initial term of this Agreement is for 1 year(s), beginning on the date that this
Agreement is executed by the City's Assistant City Manager ("Effective Date") and expires one year from
that date ("Expiration 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) automatic one-year renewal option(s) (each a "Renewal Term").
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement up to the amount of Six Hundred Thousand Dollars ($600,000.00).
Vendor will not perform any additional services or bill for expenses incurred for City not specified by this
Agreement unless City requests and approves in writing the additional costs for such services. City will not
be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves
such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
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 Services Agreement
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
Vendor will return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
j urisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
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
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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, contractors, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, 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, 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/OR PERSONAL
INJURY, INCLUDING 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, 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 and/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
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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/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage 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
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$100,000 -
$ l 00,000 -
$500,000 -
City Secretary Contract No.
Bodily Injury by accident; each accident/occurrence
Bodily Injury by disease; each employee
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 -
$1,000,000 -
Each Claim Limit
Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(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
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Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Balance Vibration Technologies, Inc.
Marion Ferrante
2426 Lacy Lane
Carrollton, TX 75006
Facsimile:
14. Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
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.
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18. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all 1-9
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
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and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Company Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Boycott 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.
30. Prohibition on Bovcotting Energy Companies. Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2),
the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or
more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more
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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 which will be paid wholly or partly from public funds of
the City, with a company (with 10 or more full-time employees) unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm
entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the
Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By:
ba/ &LilaAAW/`a,
Dana Burghdoff (2023 112 CDT)
Name: Dana Burghdoff
Title: Assistant City Manager
Date:
APPROVAL RECOMMENDED:
Ch`fso/hei- tfadej-
By: Christopher Hard r (Sep 22, 2023 13:49 CDT'
Name: Chris Harder
Title: Water Department Director
ATTEST:
By:
Name: Jannette Goodall
Title: City Secretary
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:
,1.4t,t 8
Name: Shatabya Bergland
Title: Contract Compliance Specialist
APPROVED AS TO FORM AND LEGALITY:
By: DBlack (Sep 2� 4 CDT)
Name: Doug Black
Title: Sr. Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 23-0622
Form 1295: 2023-1037124
Balance Vibration Technologies, Inc.
By:
Name: I)11/1, t� Felnl��lie
Title: PP Pa Jeitlf
Date: , 202 3
Vendor Services Agreement
Page 10 of 12
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
See next page.
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PART — 2
DETAILED SERVICES/SPECIFICATIONS
1.0 SCOPE
1.1 The City of Fort Worth (City) seeks bids to finalize an agreement for maintenance,
replacement parts and repair services for OEM Howden Roots and OEM Hartzell
centrifugal blowers for the Water Department on an "as needed basis". Prospective
responding 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 upon award or execution of the City Secretary Contract
("Effective Date") and shall expire on the upcoming September 30th, ("Expiration Date"),
unless terminated earlier in accordance with this Agreement ("Initial Term"). Upon the
expiration of the Initial Term, the Agreement shall renew under the same terms and
conditions for up to four (4) one-year renewal periods (October 1 to September 30) and for
a fifth renewal period which shall expire on completion of total five-year duration, unless
City or Contractor 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 Vendor shall provide unit prices for listed items required on the Bid Offer page. Unit prices
shall include all associated costs with the specified work, including but not limited to
handling, delivery, fuel charges, fees and certification fees. No additional charges will be
accepted or paid by the City.
1.4 The quantities listed on the Price Submittal pages are only estimates based on previous
usage and do not indicate intent to purchase or a guarantee of future business. The City is
obligated to pay for only those services actually ordered by an authorized City employee
and then received as required and accepted by the City.
1.5 Following the award, additional goods 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.
1.6 Unit prices shall include all costs associated with the specified work, including but not
limited to handling, delivery, fuel charges, fees and certification fees. NO ADDITIONAL
CHARGES WILL BE ACCEPTED OR PAID BY THE CITY.
1.7 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.
1.8 All items supplied under the Agreement resulting from this quote shall be of recent
production, unused, and suitable for their intended purpose.
1.9 The submission of a bid by the bidder shall be considered evidence of compliance with
these requirements.
ITB 23-0075 Centrifugal Blowers Maintenance and Services
Page 11 of 30
7.0 CONTRACTOR REQUIREMENTS
7.1 Contractor shall provide a copy of licenses and/or certifications of all service technicians
who will be assigned to contract upon request by City.
7.2 Contractor shall provide all labor, equipment, material, parts, repair, perform quarterly
vibration analysis, alignment services and technical assistance for maintenance on
Howden Roots and Hartzell Odor Control Centrifugal Blowers on an as -needed basis.
7.3 Contractor shall provide baseline readings and trend data to monitor blower bearings,
residual rotating unbalance, misalignment and electrical rotor bar and stator integrity. Trend
alarm levels set by the manufacturer.
7.4 Contractor shall have the ability to perform spectrographic grease analysis and grease
changes, as per manufacture specification.
7.5 Contractor shall be able to perform thermal infrared imaging and inspection when required.
7.6 Contractor shall be experienced in field balancing and provide full balance and vibration
reports with recommendations.
7.7 Contractor shall provide certified technicians to perform quarterly full trend, spectrum,
phase and waveform diagnostics.
7.8 Contractor shall submit final report within five days of site visit.
8.0 BUSINESS HOURS, LOCATION AND SERVICE PROVISIONS
8.1 Regular business hours are Monday through Friday 8:00 a.m. and 5:00 p.m., unless
otherwise requested. Afterhours are designated as Monday through Friday 5:01 pm-
7:59am, weekends and holidays (if applicable).
8.2 Vendor shall respond during regular business hours within 24 hours of notice by the City.
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.
8.3 Orders may be dropped shipped; HOWEVER, if Vendor chooses to drop ship the Vendor
MUST supply a representative to verify count of items at no cost to the City of Fort Worth
8.4 Equipment requiring shop work is located at the following address:
8.4.1 Village Creek Water Reclamation Facility (VCWRF)
4500 Wilma Lane
Arlington, Texas, 76012
8.4.2 North Holly Treatment Plant
920 Fournier Street
Fort Worth, TX 76102
8.4.3 South Holly Treatment Plant
1511 11th Avenue
Fort Worth, TX 76102
8.4.4 Rolling Hills Treatment Plant
2500 SE Loop 820
Fort Worth, TX 76140
ITB 23-0075 Centrifugal Blowers Maintenance and Services
Page 13 of 30
8.4.5 Eagle Mountain Treatment Plant
6801 Bowman Roberts Road
Fort Worth, TX 76179
8.4.6 Westside Treatment Plant
12200 Old Weatherford Road
Aledo, TX 76008
8.5 Locations listed are treatment plants. Locations where work is performed is subject to
change or updates.
9.0 EQUIPMENT
9.1 The following is a list of blowers located at facilities listed in 8.0.
9.1.1 Two (2) 40HP Hartzell Blowers
9.1.2 Three (3) 60HP Hartzell Blowers
9.1.2.1 Model A41-1-33BC100 FGFQU3 (19,000 cfm)
9.1.3 Three (3) 125HP Hartzell Blowers
9.1.3.1 Model A41-1-493BC100 FGFQX3 (37,000 cfm)
9.1.4 Two (2) 1440 HP Howden Roots Blowers
9.1.5 Five (5) 1000 HP Howden Roots Blowers
9.1.5.1 Model H30-OIB, S/N H-2772
9.1.5.2 Model H30-OIB, S/N H-2773
9.1.5.3 Model H30-OIB, S/N H-2992
9.1.5.4 Model H30-OIB, S/N H-3204
9.1.5.5 Model H30-OIB, S/N H-3203
9.1.6 One (1) 2250 HP Howden Roots Blowers
9.1.6.1 Model 42-OIB, S/N HA-03360
9.1.7 Four (4) Continental Industries Blowers
9.1.7.1 Model 251.05, S/N 132510001
9.1.7.2 Model 251.05, S/N 132510002
9.1.7.3 Model 251A-07, S/N 07251002
9.1.7.4 Model 251A- 251-07RT, S/N 03251004
9.1.8 Four (4) Spencer Blowers
9.1.8.1 Model C644T41C2, S/N 500658
9.1.8.2 Model C644T41C2, S/N 500659
9.1.8.3 Model C63614IA1, S/N 500333
9.1.8.4 Model C636141A1, S/N 500334
ITB 23-0075 Centrifugal Blowers Maintenance and Services
Page 14 of 30
9.1.9 Two (2) Hoffman Blowers
9.1.9.1 Model 38307C, S/N M011190
9.1.9.2 Model 38307C, S/N M011200
9.1.10 Two (2) Aerzen Blowers
9.1.10.1 Model 3 GM25S, S/N 987379
9.1.10.2 Model 3 GM25S, S/N 1004436
9.1.11 Four (4) Ingersoll Rand Blowers
9.1.11.1 Model 100 070, S/N 06-9000020
9.1.11.2 Model 100 070, S/N 06-9000021
9.1.11.3 Model 60.096, S/N 10-9000013
9.1.11.4 Model 60.096, S/N 10-9000014
10.0 INVOICING REQUIREMENTS
10.1 The City of Fort Worth has begun implementing an automated invoicing system. 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.
10.2 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)
10.3 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;
• Unit and total cost; and
• Invoices should be submitted after delivery of the goods or services.
10.4 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: ZZFIN_AccountsPayable@fortworthtexas.gov.
ITB 23-0075 Centrifugal Blowers Maintenance and Services
Page 15 of 30
10.5 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.
10.6 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
10.7 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.
10.8 If Contractor has any questions, please contact the Accounts Payable team at (817) 392-
2451 or by email to ZZ FIN AccountsPavable(@fortworthtexas.gov.
10.9 Contractor shall not include Federal, State of City sales tax in its invoices. City shall furnish
a tax exemption certificate upon Vendor's request.
11.0 UNIT PRICE ADJUSTMENT
11.1 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.
11.2 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.
11.3 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.
11.4 The Vendor must submit its Price Adjustment request, in writing, at least 60 days before the
effective period (1st 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.
11.5 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.
11.6 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.
11.7 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
ITB 23-0075 Centrifugal Blowers Maintenance and Services
Page 17 of 30
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.
11.8 Delivery of goods and/or services shall not be suspended by the Vendor without a 30-day
prior written notice to the Sr. Purchasing Manager.
11.9 Only Published price changes will be accepted. Prices that were in effect at the time of
order placement shall take precedence.
ITB 23-0075 Centrifugal Blowers Maintenance and Services
Page 18 of 30
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
See next page.
Vendor Services Agreement Page 12 of 12
FORT
PRICE SUBMITTAL
Event ID Page,
CFW01-23-0075 3'
Event Round Version
1 1
Event Name
ITB Centrifugal Blowers Maintenance and Repairs
Start Time Finish Time
05/31/2023 08:00:00 CDT 06/15/2023 13:30:00 CDT
Invited: EVENT DETAILS
Submit To: City of Fort Worth
FINANCIAL MANAGEMENT SERVICES
FINANCE - City Hall Purchasing
200 Texas St. (Lower Level Rm 1501)
Fort Worth TX 76102-6314
United States
Email: FMSPurchasingResponses@fortworthtexas.gov
Line: 1
Description:
Regular Hours Hourly Rate for Maintenance, Alignment
and Repair Services Monday -Friday 8:00am to 5:00pm
Line: 2
Description:
Afterhours Hourly Rate for Maintenance, Alignment and
Repair Services Monday - Friday 5:01pm to 7:59am
Line: 3
Description:
Quarterly Vibration Analysis and Testing on
Blowers
200.00
Qty
400.00
Qty Unit UnitPrice Total
400.00 HR
o
Qty Unit UnitPrice Total
HR
Unit
EA
Line: 4
Description: Qty Unit
Monthly Vibration Analysis and Testing on 400.00 EA
Blowers
Line: 5
Description:
Technical Services
QtY
12.00
Unit
EA
Line: 6
Description: Qty Unit
Miscellaneous Parts and Equipment @ manufacturer list prices 50000.00 EA
less 1- % discount.(Apply Discount Percentage Bid to ,
$150,000 to Obtain Correct Sum. Example 150,000 X10%
=15,000;150,000 +15000=165,000)
Prompt Payment Discount Terms: Percent — Days (Le. 3% Net 15, etc.)"
A bid of "0" (zero) 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 Bidder does not wish to bid on that item.
UnitPrice
WWI
UnitPrice
`7ioow.00
UnitPrice
/ ha- ', ee
UnitPrice
Total Bid Amount:
ITS 23-0075 Centrifugal Blowers Maintenance and Services
Page 3 of 30
3 we, 0o1
Total
Total
Total
Total
9/20/23, 10:17 AM
M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 8/8/2023 REFERENCE
NO..
CODE:
SUBJECT:
P
LOG NAME:
PUBLIC
HEARING:
(ALL) Authorize the Execution of a Purchase Agreement with Balance Vibration
Technologies Inc. for Centrifugal Blowers Maintenance and Services in an Annual Amount
Up to $600,000.00 for the Water Department
FORT \FORTH
13P23-0075 CENTRIFUGAL
BLOWERS MAINTENANCE AND
SVS LSJ WATER
TYPE:
**M&C 23-
0622
CONSENT
NO
RECOMMENDATION:
It is recommended that the City Council authorize execution of a purchase agreement with Balance
Vibration Technologies Inc. for centrifugal blowers maintenance and services in an amount up to
$600,000.00 for the initial term and authorize four one-year renewal options for the same amount for
the Water Department.
DISCUSSION:
The Water Department approached the Purchasing Division to procure an annual agreement for the
maintenance, replacement parts and repair services for centrifugal blowers. In order to procure these
services, Purchasing staff issued Invitation to Bid (ITB) No. 23-0075 describing the service
requirements for OEM Howden Roots and OEM Hartzell centrifugal blowers used by the Water
Department to process air throughout the City of Fort Worth plants for filter backwash aeration basin
air. The bid was advertised in the Fort Worth Star -Telegram on May 7, 2023, May 14, 2023, and May
31, 2023. The City received a sole response.
An evaluation panel consisting of representatives from the Property Management
and Water Departments evaluated and scored the submission using Best Value criteria. The individual
scores were averaged for each of the criteria and the final scores are listed in the table below.
Bidders
Evaluation
�a �b c jd Total
Balance Vibration Technologies, Inc. 12.50 10.00 10.00 35.00168.00
Best Value Criteria:
a) Bidders' qualification, experience and references
b) Availability of resources and personnel to provide services
c) Bidders' ability to meet the City's needs
d) Cost of service
After evaluation, the panel concluded that Balance Vibration Technologies Inc., presented the best
value for the City. Therefore, the panel recommends that Council authorize an
agreement with Balance Vibration Technologies Inc. No guarantee was made that a specific amount of
services would be purchased. Staff certifies that the recommended vendor bid met specifications.
Funding is budgeted in the Wastewater Department Rollup within the Water & Sewer Fund. The
maximum annual amount allowed under this agreement will be $600,000.00; however, the actual
amount used will be based on the need of the department and available budget.
DIVERSITY AND INCLUSION (DVIN): A waiver of the goal for Business Equity subcontracting
requirement is approved by the DVIN-BE, in accordance with the Business Equity Ordinance, because
apps.cfwnet.org/council_packet/mc_review.asp?ID=31249&councildate=8/8/2023 1/2
9/20/23, 10:17 AM M&C Review
the purchase of goods or services is from sources where subcontracting or supplier opportunities are
negligible.
AGREEMENT TERMS: Upon City Council approval, the agreement will begin upon execution and
expire one year from that date.
RENEWAL OPTIONS: The contract may be renewed for up to four (4) one-year terms at the City's
option. This action does not require specific City Council approval provided that 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.
BQN\\
TO
Fund Department Account
ID
FROM
Fund
Project
ID
Program Activity
Department Account
ID
Budget
Year
Reference #
(Chartfield 2)
Amount
Project Program Activity Budget Reference # Amount
ID , Year (Chartfield 2)
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
Reginald Zeno (8517)
Dana Burghdoff (8018)
Reginald Zeno (8517)
Chris Harder (5020)
Jo Ann Gunn (8525)
La'Kita Slack -Johnson (8314)
ATTACHMENTS
13P23-0075 Centrifugal Blowers Maintenance and Sys Water.docx (CFW Internal)
230420 Signed Waiver GV.pdf (CFW Internal)
BVT Sams Report.pdf (CFW Internal)
Certificate of Interested - BVT 2023.pdf (CFW Internal)
Copy of FID TABLE - Bowers & Maintenance(9431).xlsx (CFW Internal)
FID TABLE - Bowers & Maintenance.xlsx (CFW Internal)
apps.cfwnet.org/council_packet/mc_review.asp?ID=31249&councildate=8/8/2023 2/2