HomeMy WebLinkAboutContract 60647DocuSign Envelope ID: 116CDF78-7396-43E7-B9DC-374E9CAA850A
City Secretary Contract No. 60647
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
ETHOSENERGY LIGHT TURBINES, LLC ("Vendor"), each individually referred to as a "party" and
collectively referred to as the "parties."
AGREEMENT DOCUMENTS
The Agreement documents shall include the following:
1. This Vendor Services Agreement.
2. Exhibit "A" - Scope of Services
3. Exhibit `B" - Payment Schedule (Price Submittal)
The attachments referenced above are attached hereto and incorporated herein and are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of the attachments
and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this
Agreement shall control.
1. Scope of Services. Turbine parts, repair and services ("Services"), which are set forth in
more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. Following the award
of this Agreement, additional products and services of the same general category that could have been
encompassed in the award, and that are not already made a part of the Agreement, may be added based on
the discount provided on Vendor's bid response (if applicable) and price sheet provided with Vendor's bid
response or a current quote provided from the Vendor.
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 Seven Hundred Fifty Thousand Dollars
($750,000.00). 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.
Vendor Services Agreement
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: 116CDF78-7396-43E7-B9DC-374E9CAA850A
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 (for the
avoidance of doubt this shall entitle the Vendor to invoice for all costs incurred or committed up to
the date or termination). Upon termination of this Agreement for any reason, Vendor will provide
City with copies of all completed or partially completed documents prepared under this Agreement.
In the event Vendor has received access to City Information or data as a requirement to perform
services hereunder, Vendor will return all City provided data to City in a machine readable format
or other format deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City. Notwithstanding the above, the restrictions stated above shall not apply to any such
confidential information:
a. which was generally available to the public at the time of disclosure or at any time
thereafter;
b. which was already known by the receiving party at the time of disclosure;
c. which is independently developed by a party; or
d. which becomes known to a party from a source other than the disclosing party without
breach of any contractual obligation.
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.
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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
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, PROTECT, AND HOLD HARMLESS CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL LOSSES
OR LIABILITY FOR PERSONAL INJURY, INCLUDING DEATH, AND PROPERTY
DAMAGE OF ANY NATURE TO ANY AND ALL PERSONS, TO THE EXTENT ARISING
OUT OF OR IN CONNECTION WITH THE NEGLIGENCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS WITH
RESPECT TO PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT.
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8.3 CONSEQUENTIAL DAMAGES AND LIMITATION OF LIABILITY
NOTWITHSTANDING ANY RULE OF LAW TO THE CONTRARY OR ANY OTHER
PROVISION IN THESE TERMS AND CONDITIONS OR RESULTING AGREEMENT,
AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY,
INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT,
BREACH OF WARRANTY, INDEMNITY, OR OTHERWISE, WHETHER CAUSED BY
THE SOLE NEGLIGENCE OF THE ALLEGEDLY RESPONSIBLE PARTY OR ANY
OTHER CAUSE WHATSOEVER:
a. NEITHER PARTY NOR ANY OF THEIR PARTNERS, MEMBERS, AGENTS,
SUBCONTRACTORS OF ANY TIER, VENDORS, DIRECTORS, OFFICERS OR
EMPLOYEES SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL,
SPECIAL, PUNITIVE, INCIDENTAL, OR INDIRECT LOSS OR DAMAGE,
INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS
OF USE OF A POWER SYSTEM, COST OF CAPITAL, COST OF PURCHASED OR
REPLACEMENT POWER, OR FUEL COST DIFFERENTIAL, OR CLAIMS FROM
END -BUYERS; ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, REGARDLESS OF CAUSE, AND EVEN IF CAUSED BY THEIR
SOLE, JOINT, COMPARATIVE, CONTRIBUTORY OR CONCURRENT
NEGLIGENCE, FAULT, STRICT LIABILITY OR PRODUCT LIABILITY AND
REGARDLESS OF THE FORM OFACTION, WHETHER CONTRACT, TORT
(INCLUDING NEGLIGENCE), BREACH OF WARRANTY, INDEMNITY,
STATUTE, STRICT LIABILITY OR OTHERWISE.
b. SUBJECT TO VENDOR'S WARRANTY OBLIGATIONS PURSUANT TO SECTION
24 FOR SERVICES PERFORMED AND PRODUCTS DELIVERED, VENDOR
SHALL NOT BE LIABLE FOR ANYLOSS, DAMAGE, OR EXPENSE ARISING
FROM ITS FAILURE TO DISCOVER OR REPAIR LATENT DEFECTS OR
DEFECTS INHERENT IN THE DESIGN OF EQUIPMENT.
c. VENDOR SHALL NOT BE LIABLE FOR ANYLOSS, DAMAGE OR EXPENSE
ARISING FROM ANY ADVICE, RECOMMENDATIONS, OR ASSISTANCE
PROVIDED TO THE CITY, BUT NOT REQUIRED BY THIS AGREEMENT; AND
VENDOR'S TOTAL AGGREGATE LIABILITY WITH RESPECT TO THE
PRODUCTS AND SERVICES OR INANY WAY ARISING OUT OF OR RELATED
TO THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE
PAYMENTS RECEIVED FROM THE CITY UNDER THE CONTRACT AND CITY
RELEASES VENDOR FROMANYAND ALL LIABILITIES IN EXCESS OF THE
CONTRACT PRICE.
8.4 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
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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/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
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(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
$100,000 -
$100,000 -
$500,000 -
10.2 General Requirements
Employers' liability
Bodily Injury by accident; each accident/occurrence
Bodily Injury by disease; each employee
Bodily Injury by disease; policy limit
(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.
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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. Contractor shall be entitled to an equitable adjustment if a change in law has
a material effect on the prices stated in the Agreement.
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:
EthosEnergy Light Turbines, LLC.
Christopher Waldron, Sales Account Manager
6225 W. Sam Houston Pkwy. N.
Houston, TX 77041-5145
Facsimile:
With copy to EthosEnergy General Counsel at the
following address:
3100 S. Sam Houston Pkwy E, Houston TX 77047
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.
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17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event. 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.
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Vendor warrants that the parts delivered as part of the Services are free from defects in workmanship and
the Services shall be performed with the skill and care commensurate with the recognized standards
prevailing in the relevant industry. Vendor makes no warranty regarding the City or third party designed,
manufactured, or supplied services, but will assist the City in securing the benefit of any warranties provided
by such third parties.
Vendor's warranty is as follows:
Vendor's warranty offered for Products and Services is twelve (12) months from date of original
service/installation, or 18 months from date of shipment, whichever occurs first.
Repaired or replaced Services are warranted for the balance of the remaining original warranty.
Warranty claims shall only be considered by Vendor in respect of defects that become apparent and
are notified by the City in writing to Vendor before the expiry of the warranty period. If City asserts
a timely warranty claim, as provided herein, Vendor shall promptly evaluate the warranty claim
and advise City within thirty (30) days whether Vendor contests the warranty claim As per the
Vendor's warranty evaluation process, the products may be shipped to the Vendor's facility for
evaluation in such case Vendor shall invite the City to witness the product disassembly in the
Vendor's facility. Upon completion of disassembly and evaluation of the warranty claim, Vendor
shall provide to the City an equipment condition report detailing the finding of the evaluation. The
findings of the equipment condition report will be evaluated along with the relevant documents,
records and information provided by the City to determine the root cause and validity of the
warranty claim. If the claim is not a valid warranty claim (to the reasonable satisfaction of Vendor),
then all costs of the claim evaluation shall be the responsibility of the City. In the event City elects
to engage a third -party or parties to correct the services claimed to be nonconforming, prior to the
expiration of said thirty (30) day period, Vendor is released from any warranty obligation.
This warranty is subject to the following conditions: (a) the Services -related item (equipment, part,
or component) was properly installed by qualified personnel or Vendor ; (b) the item was operated
and maintained in accordance with applicable manufacturer's guidelines and standards, overhaul
manuals, service bulletins and handbooks; (c) the item has been used under normal operating
conditions, has not been subjected to misuse, neglect or accident and has not subsequently been
repaired or altered, except by Vendor; d) fuels and lubricants approved and recommended in
writing by the manufacturer or the Vendor shall have been used while the products have been in
use by the City, and (e) where the item is to be stored for any period prior to installation, acceptance
by Vendor of any warranty claim is conditional upon the item being stored in accordance with the
manufacturer' s recommended storage procedures and conditions laid down in the maintenance
instructions prepared by the manufacturer.
In support of any warranty claim, the City shall supply all relevant documents, records and
information relating to the operation and maintenance of the products as requested by the Vendor,
which are sufficient to enable the Vendor to determine whether the warranty claim is valid. Failure
to provide such information upon request by the Vendor may invalidate the City's warranty claim.
In the event the Vendor chooses to replace any defective products in accordance with this section,
title in those defective products transfers to the Vendor at the time the defective product is
removed/replaced. The Vendor shall remove the defective product from the City's site for proper
reuse or disposal unless other arrangements are agreed to in writing. The City shall provide all
necessary assistance and documentation in order to facilitate this. In the event the Contractor
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chooses not to remove the defective
product from the City's site, the City shall be obliged to dispose of the defective product.
IT IS EXPRESSLY AGREED THE FOREGOING WARRANTY IS MADE IN LIEU OF ALL
OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY,
INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND CONSTITUTES
THE ONLY WARRANTY OF ETHOSENERGY WITH RESPECT TO THE SERVICES.
25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City. City is advised and
acknowledges that the Vendor does not provide its services on a "Work for Hire" basis. All Vendor
intellectual property developed prior to commencement of or during this Agreement remains the sole and
exclusive property of the Vendor.
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
Vendor Services Agreement Page 10 of 15
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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 Boycotting Energy Companies. Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2),
the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or
more, 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 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
Vendor Services Agreement Page 11 of 15
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prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
Vendor Services Agreement Page 12 of 15
DocuSign Envelope ID: 116CDF78-7396-43E7-B9DC-374E9CAA850A
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By:
Dana Burff rgIda
Dana Burghdoff (Dec 2 , 2023 09:16 CST)
Name: Dana Burghdoff
Title: Assistant City Manager
Date:
APPROVAL RECOMMENDED:
Cfcrc b fz &der
By: Christopher Hardier (Dec 22, 2023 08:17 CST)
Name: Chris Harder
Title: Water Department Director
ATTEST:
By:
A . cs
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:
S�ot�6y� 8u�a a
Name: Shatabya Bergland
Title: Contract Compliance Specialist
APPROVED AS TO FORM AND LEGALITY:
By:
Qtfac-
DBlack (Dec 22, 2023 08:30 CST)
Name: Doug Black
Title: Sr. Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 23-0853
Form 1295: 2023-1074998
VENDOR:
EthosEnergy Light Turbines, LLC
By:
Name:
Title:
Date:
DocuSigned by:
b iaun, biOw
C4A0...
Brian Bigelow
VP Commercial West Hemisphere
December 21
, 20 23
Vendor Services Agreement Page 13 of 15
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EXHIBIT A
SCOPE OF SERVICES
See next page.
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1.0 SCOPE
1.1
PART- 2
SCOPE OF SERVICES/SPECIFICATIONS
The City of Fort Worth (City) agreement is for turbine parts,
repairs, and service on an "as needed" basis to ensure the
turbine sets remain operable for the Water Department.
1.2 This Agreement shall begin on the date the City Secretary
Contract is executed by the Assistant City Manager ("Effective
Date") and shall expire one year from that date, ("Expiration
Date"), unless terminated earlier in accordance with this
Agreement ("Initial Term"). Upon the expiration of the Initial
Term, the Agreement shall automatically renew under the same
terms and conditions for up to four (4) one-year renewal periods,
unless City or Vendor provides the other party with notice of
non -renewal at least 60 days before the expiration of the Initial
Term or renewal period. However, if funds are not appropriated,
the City may cancel the Agreement 30 calendar days after
providing written notification to the Contractor / Vendor.
1.3 Following the award, additional products/ services of the
same general category that could have been encompassed in
the award of this Agreement, and that are not already on the
Agreement, may be added based on the discount offered and
price sheet provided with the bid.
1.4 Unit prices shall include all costs associated with the specified work,
including but not limited to handling, delivery, fuel charges, fees and
certifications fees. NO ADDITIONAL CHARGES WILL BE
ACCEPTED OR PAID BY THE CITY.
1.5 Any specifications/requirements that have been omitted from this
scope of services that are clearly necessary or in conformance
shall be considered a requirement although not directly specified or
called for in the scope of services.
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2.0 CHANGE IN COMPANY NAME OR OWNERSHIP
2.1 The Vendor shall notify the City's Senior Purchasing Manager, in
writing, of a company name, ownership, or address change for the
purpose of maintaining updated City records. The president of the
company or authorized official must sign the letter. A letter
indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an
updated W-9, documents filed with the state indicating such
change, copy of the board of director's resolution approving the
action, or an executed merger or acquisition agreement. Failure to
do so may adversely impact future invoice payments.
3.0 BACKGROUND
3.1 The Village Creek Water Reclamation Facility (VCWRF) located at
4500 Wilma Lane, Arlington, Texas 76012 currently has two Taurus 60
(5.2 MW ISO rated), low BTU, turbine engines onsite for power
generation. These turbines were originally fueled with a biogas mixture
consisting of anaerobic digester gas produced onsite and landfill gas. A
small amount of natural gas was added to the mixture at times when
needed to maintain the load set -point of the turbines. One of the
turbines (TG1) was exchanged for a natural gas fuel only unit and the
other turbine (TG2) was modified on site to be fueled with natural gas
only. One turbine is in use at all times with the second one on standby
in case of need.
3.2 Gas Turbine No.1 (TG1) was exchanged on 4/17/2019 and Gas Turbine
No. 2 (TG2) was modified for natural gas fuel only on 10/22/2020.
3.3 A separate agreement will be completed for the scheduled, complete
maintenance overhaul of Gas Turbine No.1 which is expected to take
place within the next two (2) years. After the overhaul is completed, the
awarded vendor on this contract will be expected to continue providing
preventative maintenance services.
4.0 EQUIPMENT INFORMATION
4.1 Gas Turbine No.1 (TG1):
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Engine Model Number: Taurus 60
Engine Serial Number: OHG11-T1999
Gear Unit Assembly Number: E196800-206-960
Gear Unit Serial Number: MAR09-60061
Runtime Logged, Hours: approximately 22,300
4.2 Gas Turbine No.2 (TG2):
Engine Model Number: Taurus 60
Engine Serial Number: OHK13-T0275
Gear Unit Assembly Number: 196800-206
Gear Unit Serial Number: GBK13-78723
4.3 Steam Turbine No. 1
Engine Model Number: Elliott Group DYRNPEIII
Engine Serial Number: F102304-2
4.4 Steam Turbine No. 2
Engine Model Number: Elliott Group DYRNPEIII
Engine Serial Number: F102304-1
5.0 SCHEDULED MAINTENANCE SERVICES
5.1 The Contractor shall perform an Audit and Maintenance Check on an
Annual Basis for each of the two (2), Solar Taurus 60 Gas Turbine
Generator Sets, and the two (2) Elliott Single -Stage Steam Turbine
Blower Sets. The annual audit and maintenance check includes on -
site service, and a written site visit report including recommendations
for improvements/ future service.
5.2 The Contractor shall perform a Mid -Year Performance Audit and
Maintenance Check for each of the two (2), Solar Taurus 60 Gas
Turbine Generator Sets, and the two (2) Elliott Single -Stage Steam
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Turbine Blower Sets. The mid -year audit and maintenance check
includes on -site service, and a written site visit report including
recommendations for improvements/ future service.
5.3 The Contractor shall provide anticipated travel or per diem costs on
the Price Submittal at a per day rate when coming out to perform mid-
year and annual scheduled maintenance services.
6.0 NON-SCHEDULED MAINTENANCE SERVICES
6.1 The Contractor shall provide onsite, on -call technical assistance,
service repairs, troubleshooting, and/or training as needed outside of
normally scheduled preventive maintenance in accordance with the
hourly/daily charges on the Price Submittal.
7.0 REPAIR PARTS
7.1 The Contractor shall provide original equipment manufacturer (OEM)
parts whenever feasible or an approved certified alternative of equal
quality (i.e. meets or exceeds OEM specifications).
7.2 All items supplied under this Agreement, resulting from this bid, shall
be of recent production, unused, and suitable for their intended
purpose.
7.3 The Contractor shall provide a list with pricing of all periodic
maintenance parts in accordance with industry standards on the
following Gas Turbine systems as required to maintain the system's
warranty:
• Gas Turbine
• Air Systems
• Electrical and Instrumentation Systems
• Fuel Systems
• General
• Generator
• Lube Oil Systems
• Start Systems and Auxiliary Motors
7.4 The Contractor shall provide a list with pricing of all periodic
maintenance parts in accordance with industry standards on the
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following Single -Stage Steam Turbine Blower systems as
required to maintain the system's warranty:
• Steam Turbine
• Electrical and Instrumentation Systems
• Steam Systems
• General
• Blower
• Governor
• Lube Oil Systems
8.0 TRAINING
8.1 The Contractor shall provide comprehensive, technical training
curriculum for Solar Taurus 60 Gas Turbine Generator Set
operations and maintenance.
8.2 The Contractor shall provide training programs at the foundational,
intermediate and advanced levels.
8.3 The course instructors shall be highly qualified and experienced and
shall perform hands-on technical training.
8.4 The Contractor shall provide all training manuals and materials
needed for the training courses. The cost of the materials and
manuals shall be included in the hourly rate for the training courses.
9.0 WARRANTY
9.1 The Contractor shall provide a minimum 12-month warranty on parts,
equipment, and labor against all defects in materials and
workmanship, starting on the date of commissioning. A 12-month
warranty term shall be considered as the minimum duration
acceptable to the City.
9.2 The warranty shall fully compensate for labor, travel expenses, and
materials to address the warranty repair.
9.3 The Contractor shall provide the warranty duration and terms
language with their bid response.
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10.0 REQUIRED EQUIPMENT
10.1 The Contractor shall have high -temperature borescopes and non -
Destructive Evaluation (NDE) tools to perform services.
10.2 The Contractor shall employ at least 50 service technicians, who
are capable to perform services on the steam and gas turbines the
City of Fort Worth has.
10.3 The Contractor shall possess all necessary equipment to fulfill the
terms of the contract at the time of proposal submission and be
ready to begin on the starting date of the initial contract period.
10.4 The Contractor shall provide a list of all tools and equipment the
contractor anticipates being utilized on this contract, and indicate if
your firm rents or own the equipment.
10.5 The Contractor's equipment shall be in good repair and regularly
maintained to ensure no damage occurs at Water Department
Facilities.
10.6 The Contractor shall maintain sufficient equipment and labor to
perform the services specified by the contract.
11.0 PERFORMANCE OF SERVICES
11.1 Services shall be performed at the following locations:
11.1.1 Village Creek Water Reclamation Facility (VCWRF)
4500 Wilma Lane
Arlington, TX 76012
11.1.2Additional Water Treatment Plants, upon request.
11.2 Scheduled, Turbine maintenance and repair services shall be
performed between normal business hours: 7:00 a.m. to 5:00 p.m.,
Monday through Friday.
11.3 The Contractor shall perform Non -Scheduled Maintenance Services
upon the City's request, during normal business hours 7:00 a.m. to
5:00 p.m., Monday through Friday, or they will qualify as Overtime
hours which includes 5:01 p.m. to 6:59 a.m., Monday through Friday,
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all day on the weekends, and all day on City -observed holidays.
11.3.1 City observed holidays
11.3.1.1 New Year's Day
11.3.1.2 Martin Luther King Jr. Day
11.3.1.3 Memorial Day
11.3.1.4 Juneteenth
11.3.1.5 July 4th
11.3.1.6 Labor Day
11.3.1.7 Thanksgiving Thursday and the following
Friday
11.3.1.8 Christmas Day
11.4 The Contractor shall complete a non-scheduled service request
within a maximum of 5 business day after receipt of service request
or Purchase Order.
11.5 The Contractor shall respond to a call or email from the City of Fort
Worth Water Department within a maximum of 24 hours after receipt.
12.0 CITY RESPONSIBILITIES
12.1 The City shall be responsible for contacting the awarded vendor and
scheduling preventative maintenance services for the gas and steam
turbine sets at least 1 month before the service needs to be performed.
13.0 LAWS, REGULATIONS, AND ORDINANCES
13.1 The Vendor shall be responsible for meeting all Federal: laws,
ordinances and regulations; State: laws, ordinance and regulations;
County: laws, ordinances and regulations; and City: laws,
ordinances, and regulations for safety of people, environment, and
property. This includes, but is not limited to, all Federal, State,
County, and City Agencies, Administrations and Commissions such
as the Environmental Protection Agency (EPA), Occupational Safety
DocuSign Envelope ID: 116CDF78-7396-43E7-B9DC-374E9CAA850A
and Health Administration (OSHA), and the Texas Commission on
Environmental Quality (TCEQ). In the event any law, regulation or
ordinance becomes effective after the start of this Agreement, the
Vendor is required to comply with new policy. Any mandates
requiring the City to comply with new guidelines will also require the
Vendor to comply.
14.0 INVOICING REQUIREMENTS
14.1 The City of Fort Worth has implemented an automated
invoicing system.
14.2 The Vendor 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.
14.3 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)
14.4 To ensure the system can successfully process your invoice in
an expedient manner, please adhere to the following
requirements:
• All invoices must be either a PDF or TIFF format.
• Image quality must be at least 300 DPI (dots per inch).
• Invoices must be sent as an attachment (i.e. no invoice in
the body of the email).
• One invoice per attachment (includes PDFs). Multiple
attachments per email is acceptable but each invoice must
be a separate attachment.
• Please do not send handwritten invoices or invoices that
contain handwritten notes.
• Dot matrix invoice format is not accepted.
• The invoice must contain the following information:
• Supplier Name and Address;
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• Remit to Supplier Name and Address, if different;
• Applicable City Department business unit# (i.e. FW013)
• Complete City of Fort Worth PO number (i.e. the PO
number must contain all preceding zeros);
• Invoice number;
• Invoice date; and
• Invoices should be submitted after delivery of the goods or
services.
14.5 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 AccountsPayable@fortworthtexas.qov.
14.6 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.
14.7 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 Vendor's support.
If Vendor has any questions, please contact the Accounts Payable
team at (817) 392- 2451 or by email to
ZZ FIN AccountsPayable@fortworthtexas.gov.
14.8 Vendor shall not include Federal, State of City sales tax in its
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invoices. City shall furnish a tax exemption certificate upon
Vendor's request.
15.0 UNIT PRICE ADJUSTMENT
15.1 The unit prices may be adjusted for increases or decreases in
Vendor's cost during the renewal period but before the effective
date of the renewal upon written request from the Vendor.
15.2 The Vendor must submit its price adjustment request, in writing,
at least 60 days before the renewal effective period. The
Vendor shall provide written proof of cost increases with price
adjustment request.
15.3 If the City concludes that the rate increase being requested is
exorbitant, the City reserves the right to adjust the rate request,
or reject the rate request in its entirety and allow the contract to
expire at the end of the contract term. If the City elects not to
exercise the renewal option, the Purchasing Division will issue
a new solicitation.
15.4 Prices bid shall remain firm for each one-year term of the
Agreement and shall include all associated freight and delivery
costs.
15.5 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.
15.6 Upon expiration of the Agreement term the successful bidder,
agrees to hold over under the terms and conditions of this
Agreement for a reasonable period of time to allow the city to
re -bid an agreement, not to exceed ninety (90) days. Vendor
will be reimbursed for this service at the prior agreement
rate(s). Vendor shall remain obligated to the City under all
clauses of this Agreement that expressly or by their nature
extends beyond and survives the expiration or termination of
this Agreement.
15.7 Goods and/or services shall not be suspended by the Vendor
without a 30-day prior written notice to the City.
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16.0 PERFORMANCE
16.1 Failure of the City to insist in any one or more instances upon
performance of any of the terms and conditions of this
Agreement shall not be construed as a waiver or relinquishment
of the future performance of any terms and conditions, but the
Vendor's obligation with respect to such performance shall
continue in full force and effect.
17.0 SUBCONTRACTING
17.1 Subcontracting of the work under this contract will be allowed
with written permission from the City.
18.0 HAZARDOUS CONDITIONS
18.1 The Vendor is required to notify the City immediately of any
hazardous conditions and/or damage to any property.
18.2 Hazardous materials shall be handled with care and workers
shall wear Personal Protective Equipment (PPE) while handling
hazardous material. If there are questions regarding how to
dispose of materials, the Vendor shall contact City of Fort
Worth Code Compliance at 817-392-1234
19.0 CONTRACT ADMINISTRATION AND TERMINATION
19.1 Contract administration will be performed by the City
Department. In the event the Vendor fails to perform according
to the terms of the agreement, The Department head or his/her
designee will notify the Vendor, in writing, of its failures. A
meeting may be arranged to discuss the Vendor's deficiencies.
A written cure notice may be prepared giving the Vendor 14
calendar days to cure any deficiency.
19.2 In the event the Vendor continues with unsatisfactory
performance, the department will promptly notify the Senior
Purchasing Manager who will take appropriate action to cure
the performance problem(s), which could include cancellation,
termination for convenience or default. If the agreement is
terminated for default, the Vendor may be held liable for excess
cost and/or liquidated damages.
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19.3 The Vendor will be paid only those sums due and owing under
the agreement for services satisfactorily rendered, subject to
offset for damages and other amounts which are, or which may
become, due and owing to the City.
19.4 The City reserves the right to terminate this agreement, or any
part hereof, for its sole convenience. In the event of such
termination, the Vendor shall immediately stop all work
hereunder and shall immediately cause any and all of its
suppliers and subVendors to cease work. Subject to the terms
of this agreement, the Vendor shall be paid a percentage of the
agreement price reflecting the percentage of the work
performed prior to the notice of termination, plus reasonable
charges the Vendor can demonstrate to the satisfaction of the
City using its standard record keeping system, have resulted
from the termination. However, in no event shall the total of all
amounts paid to the Vendor exceed the agreement price. The
Vendor shall not be reimbursed for any profits which may have
been anticipated, but which have not been earned up to the
date of termination.
20.0 RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR
AGREEMENT
20.1 If the Federal award meets the definition of "funding eCFR —
Code of Federal Regulations agreement" under 37 CFR §401.2
(a) and the recipient or subrecipient wishes to enter into a
contract with a small business firm or nonprofit organization
regarding the substitution of parties, assignment or
performance of experimental, developmental, or research work
under that "funding agreement," the recipient or subrecipient
must comply with the requirements of 37 CFR Part 401, "Rights
to Inventions Made by Nonprofit Organizations and Small
Business Firms Under Government Grants, Contracts and
Cooperative Agreements," and any implementing regulations
issued by the awarding agency.
21.0 CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL
ACT
21.1 Vendor shall comply with all applicable standards, orders or
regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-
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7671q) and the Federal Water Pollution Control Act as amended
(33 U.S.C. 1251-1387). Violations must be reported to the Federal
awarding agency and the Regional Office of the Environmental
Protection Agency (EPA).
22.0 DEBARMENT AND SUSPENSION
22.1 Per Executive Orders 12549 and 12689, a contract award (see 2
CFR 180.220) shall not be made to parties listed on the
government -wide exclusions in the System for Award
Management (SAM), in accordance with the OMB guidelines at 2
CFR 180 that implement Executive Orders 12549 (3 CFR part
1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p.
235), "Debarment and Suspension." SAM Exclusions contains the
names of parties debarred, suspended, or otherwise excluded by
agencies, as well as parties declared ineligible under statutory or
regulatory authority other than Executive Order 12549.
23.0 BYRD ANTI -LOBBYING AMENDMENT (31 U.S.C. 1352)
23.1 Firms that apply or bid for an award exceeding $100,000.00 must
file the required certification. Each tier certifies to the tier above
that it will not and has not used Federal appropriated funds to pay
any person or organization for influencing or attempting to
influence an officer or employee of any agency, a member of
Congress, officer or employee of Congress, or an employee of a
member of Congress in connection with obtaining any Federal
contract, grant or any other award covered by 31 U.S.C. 1352.
Each tier must also disclose any lobbying with non -Federal funds
that takes place in connection with obtaining any Federal award.
Such disclosures are forwarded from tier to tier up to the non -
Federal award.
23.2 Bidders shall provide proof of Byrd Anti -Lobbying Amendment
certification filings with their bid, if the bid exceeds $100,000.00.
24.0 NO BOYCOTT OF ISRAEL
24.1 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
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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.
25.0 PROHIBITION ON BOYCOTTING ENERGY COMPANIES
25.1 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.
26.0 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND
AMMUNITION INDUSTRIES
26.1 Vendor acknowledges that except as otherwise provided by
Chapter 2274 of the Texas Government Code, as added by Acts
2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from
entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public
funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from
DocuSign Envelope ID: 116CDF78-7396-43E7-B9DC-374E9CAA850A
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.
27.0 RIGHT TO AUDIT
27.1 Vendor agrees that City shall, until the expiration of three (3)
years after final payment under the Agreement, have access to
and the right to examine any directly pertinent books, documents,
papers and records of Vendor involving transactions relating to
the Agreement. Vendor agrees that City shall have access during
normal working hours to all necessary Vendor facilities and shall
be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section.
City shall give Vendor reasonable advance notice of intended
audits.
DocuSign Envelope ID: 116CDF78-7396-43E7-B9DC-374E9CAA850A
DocuSign Envelope ID: 116CDF78-7396-43E7-B9DC-374E9CAA850A
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
See next page.
Vendor Services Agreement Page 15 of 15
DocuSign Envelope ID: 116CDF78-7396-43E7-B9DC-374E9CAA850A
1 V1\1 ••Vf\lll®
PRICE SUBMITTAL
Event ID Page
CFW01-23-0085 4
Event Round Version
1 2
Event Name
ITB Turbine Parts, Repairs, and Services
Start Time
08/01/2023 08:00:00 CDT
Finish Time
08/24/2023 13:30:00 CDT
Invited: PUBLIC 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:
Qty
Annual Performance Audit & Maintenance Check 2.00 EA
- Gas Turbine Generator Set, labor included
Line: 2
Description:
Annual Performance Audit & Maintenance Check
- Elliott Group DYRNPEIII Single Stage Steam
Turbine, labor included
Line: 3
Description:
Mid -Year Performance Audit & Maintenance Check -
Gas Turbine Generator Set, labor included
Line: 4
Description:
Mid -year Performance Audit & Maintenance
Check - Elliott Group DYRNPEIII Single
Stage Steam Turbine, labor included
Line: 5
Description:
Non -Scheduled Technical Assistance, Service
Repairs, and/or Troubleshooting, Regular
Hours, Monday -Friday, 7am-5pm
Line: 6
Description:
Non -Scheduled Technical Assistance, Service Repairs, and/
or Troubleshooting, Overtime Hours, Monday -Friday, 5:01 pm
- 6:59am, and Weekends, and Holidays
Qty
2.00
Qty
2.00
Qty
2.00
Qty
100.00
Qty
100.00
Unit
Unit
EA
Unit
EA
Unit
EA
Unit
HR
Unit
HR
Line: 7
Description: Qty Unit
Travel and ner diem. oer day 5.00 DA
*Per diem rate supplied. Travel expenses will be billed Cost + 15%
Line: 8
Description: Qty Unit
Repair Parts at Manufacturer Cost Plus % Markup 200000.00 DO
Quantity listed is the estimated annual cost. An example of
the total to be listed on this line item is $200,000 + $20,000
(10% MARKUP) =$220,000.
Line: 9
Description:
Off -site Training at the foundational,
intermediate and advanced levels,
During regular business hours,
Monday -Friday, 7am-5pm
Qty
24.00
Unit
HR
A bid of "0" will be interpreted by the City as a no -charge (free) item and the City will not
expect to pay for that item.
A bid of "no bid" or no response (space left blank) will be interpreted by the City that the Offerer does not wish to bid on that item. Be advised,
a "no bid" or no response may be considered as non -responsive and result in disqualification of the bid response.
Prompt Payment Discount Terms: 0 Percent Net 30 Days (i.e. 3% Net 15, etc.) If no discount is offered, please, fill in "0".
UnitPrice Total
$37,416.31
UnitPrice
16,063.74
UnitPrice
$25,050.58
UnitPrice
$7,145.88
UnitPrice
$190.00
UnitPrice
$285.00
UnitPrice
$300.00
UnitPrice
74,832.62
Total
$32,127.48
Total
$50,101.16
Total
$14,291.76
Total
$19,000.00
Total
$28,500.00
Total
1.500.00
Total
$40,000
UnitPrice
$240,000
Total
$898.00
Total Bid Amount:
$21,552.00
$481.905.02
ITB 23-0085
Turbine Parts, Repairs, and Services
Page 3 of 48
DocuSign Envelope ID: 116CDF78-7396-43E7-B9DC-374E9CAA850A
1 istofTo Fsand Equip
Parts and Tooling
went to perform services
Parts and Tooling supply noted below shall be strictly for the performance of the Scope of Work and shall
apply as required to the individual Service being performed,
DescrIptlan EELT
Customer
N{A
❑
Hand Tools
❑
Vibration Analyzer •
❑
❑
Vfdea Eorescope *
CJ
0
_Laser Align rnent
It
❑
0
Emissions Analyzer
❑
❑
•
Semi -Annual Inspection Kit
*
0
IO
Annual Inspection Kit
*
0
0
DocuSign Envelope ID: 116CDF78-7396-43E7-B9DC-374E9CAA850A
List of Perioc
Gas Turbines
is Vaintenance Parts
Kit inspection below is required for the annual inspections and pricing is per each unit:
Item
Comp Part
Part Desc
Qty
UoM
Unit
Price
USD
Total
Price
USD
310583-
1
1091032-1
ELEMENT, FILTER
2
EA
$261.83
$523.66
100CFW1
310583-
2
1025324-1
FILTER, ELEMENT
1
EA
$233.81
$233.81
100CFW1
310583-
3
1025324-2
FILTER, ELEMENT
1
EA
$102.24
$102.24
100CFW1
310583-
4
136845-1
GASKET, THERMOCOUPLE
2
EA
$1.34
$2.69
100CFW1
310583-
5
136856-1
GASKET, INJ, COPPER, STD COMB
2
EA
$4.04
$8.09
100CFW1
310583-
6
186212-100
KIT, ELEMENT, FILTER, OIL
1
EA
$135.96
$135.96
100CFW1
310583-
7
8007884R91
KIT, FILTER, FUEL, SERVO
1
EA
$270.90
$270.90
100CFW1
310583-
8
903316C1
PLUG, IGNITOR
1
EA
$174.54
$174.54
100CFW1
310583-
9
903315C1
GASKET, SPARK PLUG
1
EA
$0.97
$0.97
100CFW1
310583-
10
992933C1
O-RING, ELEMENT, FILTER
2
EA
$0.69
$1.37
100CFW1
310583-
11
993968C1
KIT, REPLACEMENT, SEAL
1
EA
$144.09
$144.09
100CFW1
310583-
12
998993C1
O-RING, FILTER (AS568-436 FKM75)
1
EA
$5.14
$5.14
100CFW1
310583-
OIL SAMPLE
13
OIL SAMPLE KIT (4 OZ)
1
EA
$60.29
$60.29
100CFW1
KIT
TOTAL USD
$1,663.74
DocuSign Envelope ID: 116CDF78-7396-43E7-B9DC-374E9CAA850A
Single -Stage Steam Turbine Blowers
Item
Qty
Unit
Unit Price
USD
Total Price
USD
Oil Pump, Main Pt # PRL023378-1
2
EA
*Sample Needed
*Sample Needed
Coupling Pt # P2320N016
4
EA
*Sample Needed
*Sample Needed
Top Bearing Liner Pt # 412223-2
4
EA
376.63
1,506.52
Bottom Bearing Liner Pt # 412223-3
4
EA
376.63
1,506.52
Carbon Ring Assembly Pt # 634159-52
8
EA
71.88
575.04
Bearing Liner, Upper Half Pt # 412270-2
2
EA
280.31
560.62
Bearing Liner, Lower Half Pt # 412270-3
2
EA
326.88
653.76
Bearing Isolator Pt # P7963H060
2
EA
*Sample Needed
*Sample Needed
Bearing Isolator Pt # P7963H017
2
EA
*Sample Needed
*Sample Needed
Bearing Isolator Pt # P7963H016
2
EA
*Sample Needed
*Sample Needed
Knife Edge Pt # 650293-2
2
EA
18.75
37.50
Knife Edge Pt # 692000-2
2
EA
83.38
166.76
Breather Filter Pt # P351C101
4
EA
*Sample Needed
*Sample Needed
TOTAL PRICE USD $5,006.72
DocuSign Envelope ID: 116CDF78-7396-43E7-B9DC-374E9CAA850A
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 10/17/23 M&C FILE NUMBER: M&C 23-0853
LOG NAME: 13P ITB 23-0085 TURBINE PARTS, REPAIRS, AND SERVICES AW WATER
SUBJECT
(ALL) Authorize Execution of an Agreement with EthosEnergy Light Turbines, LLC for Turbine Parts, Repairs, and Services for the
Water Department in an Annual Amount Up to $750,000.00 for the Initial Term and Authorize Four, One -Year Renewals for the Same Annual
Amount
RECOMMENDATION:
It is recommended that the City Council authorize execution of an agreement with EthosEnergy Light Turbines, LLC for turbine parts, repairs, and
services for the Water Department in an annual amount up to $750,000.00 for the initial term and authorize four, one-year renewals for the same
annual amount.
DISCUSSION:
The Water Department approached the Purchasing Division for assistance with securing an agreement for preventative maintenance, parts, and
repairs services for the gas and single -stage steam engine turbines at Village Creek Water Reclamation Facility. The gas and single -stage steam
turbines provide electricity for the Village Creek Water Reclamation Facility. Without the turbines, the City would have to rely on utility
energy. Purchasing issued an Invitation to Bid (ITB) that consisted of specifications including the equipment needed to perform services, the
warranty requirements, the timeframe in which services should be performed after receiving a request, and the required license to
perform maintenance and repair services.
The ITB was advertised in the Fort Worth Star -Telegram on August 2, 2023, August 9, 2023, August 16, 2023, and August 23, 2023. The City
received 1 response.
An evaluation panel consisting of representatives from the Water and Transportation and Public Works Departments reviewed and scored the
submittal using Best Value criteria. The individual scores were averaged for each of the criteria and the final scores are listed in the table below.
Bidder
Evaluation Factors
a
b
c
d
Total score
EthosEnergy Light Turbines, LLC
9.00
15.00
10.00
35.00
69.00
Best Value Criteria:
a. Contractor's related experience and references
b. Contractor's ability to meet the City's needs, including the availability of equipment to perform services
c. Contractor's time to respond and perform requested service(s)
d. Cost of service
After evaluation, the panel concluded that EthosEnergy Light Turbines, LLC. presented the best value. Therefore, the panel recommends that
Council authorize agreements with EthosEnergy Light Turbines, LLC. No guarantee was made that a specific amount of services would be
purchased. Staff certifies that the recommended vendor's bid met specifications.
Funding is budgeted in the Other Contractual Services account in the Wastewater Power & Heat Generation Department within the Water & Sewer
Fund.
DVIN-BE: A waiver of the goal for Business Equity subcontracting requirement is approved by the DVIN-BE, in accordance with the Business
Equity Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible.
AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and expire one year from that date.
RENEWAL TERMS: This agreement may be renewed for four additional, one-year terms. 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.
DocuSign Envelope ID: 116CDF78-7396-43E7-B9DC-374E9CAA850A
I-IS(.AL INI-UKNIA I IUN / (:tK I II-IUA 1 IUN:
The Director of Finance certifies that upon approval of the recommendation, funds are available in the current operating budget, as previously
appropriated, in the Water & Sewer Fund. Prior to an expenditure being incurred, the Water Department has the responsibility to validate the
availability of funds.
Submitted for City Manager's Office by: Reginald Zeno 8517
Dana Burghdoff 8018
Originating Business Unit Head: Reginald Zeno 8517
Chris Harder 5020
Additional Information Contact: Jo Ann Gunn 8525
Alyssa Wilkerson 8357