HomeMy WebLinkAboutContract 60797CSC No. 60797
VENDOR SERVICES AGREEMENT
AV Water Technologies, Inc.
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the
CITY OF FORT WORTH ("City") and AV Water Technologies, Inc. ("Vendor"), each individually
referred to as a "party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
This Agreement and supporting documents shall include the following:
1. Exhibit A — Scope of Services; and
2. Exhibit B — Price Schedule.
Exhibits A and B, which are attached hereto and incorporated herein, are made a part of this Agreement for
all purposes. In the event of any conflict between the terms and conditions of the Exhibits 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.
Vendor will provide City with Orbis Smart Cap devices on behalf of the Water Department. Exhibit
"A," - Scope of Services more specifically describes the services to be provided hereunder.
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This Agreement shall begin on the Effective Date, as established by signature of the City's
Assistant City Manager below, and shall expire in one year, unless terminated earlier in accordance with
this Agreement. This agreement will be for a one-time use.
3. COMPENSATION.
City shall pay Vendor in accordance with the provisions of this Agreement and Exhibit `B," — Price
Schedule. Total payment made under this Agreement shall be up to Forty -Eight Thousand, Eight
Hundred and Twenty -Five Dollars ($48,825.00). Vendor shall 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 shall 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 shall 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.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement (Rev.9.07.21) Page 1 of 19
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall 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 shall 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 shall 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 shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in
any way. Vendor shall 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 shall, in good faith, use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
Vendor agrees that City shall, until the expiration of three (3) years after final payment under this
contract, 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 shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice
of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Vendor shall 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 shall 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, consultants and
subcontractors. Vendor acknowledges that the doctrine of respondent superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no
Vendor Services Agreement (Rev.9.07.21) Page 2 of 19
way be considered a co -employer or a joint employer of Vendor or any officers, agents, servants, employees
or subcontractor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractor
of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable
for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants,
employees or subcontractor.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY - VENDOR SHALL 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 OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTSAND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SER VANTS
AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANY 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 ANYAND
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 OR EMPLOYEES.
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 shall 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 shall 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 shall 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 shall 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 shall 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 shall 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 shall, 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
Vendor Services Agreement (Rev.9.07.21) Page 3 of 19
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.
9.1 Assignment. Vendor shall not assign or subcontract any of its primary duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to an
assignment, the assignee shall 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 and Assignee
shall be jointly 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 for primary duties, such subcontractor
shall execute a written agreement with Vendor referencing this Agreement under which subcontractor shall
agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor shall 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
$100,000 -
$100,000 -
$500,000 -
Employers' liability
Bodily Injury by accident; each accident/occurrence
Bodily Injury by disease; each employee
Bodily Injury by disease; policy limit
Vendor Services Agreement (Rev.9.07.21) Page 4 of 19
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Reauirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
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 shall 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 shall immediately desist from and correct the violation.
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12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder, it shall 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, 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 shall be conclusively determined to
have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by electronic means with 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 AV Water Technologies, Inc.
Attn: Dana Burgdoff, Assistant City Manager PO Box 681685
200 Texas Street Houston, Texas 77265
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor shall, 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 shall 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.
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 shall 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 shall 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
shall 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 shall 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, shall 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 shall not be employed in the interpretation of this Agreement including its.
22. AMENDMENTS/ MODIFICATIONS/ EXTENSIONS.
No amendment, modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument, which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including its Exhibits, 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
Vendor Services Agreement (Rev.9.07.21) Page 7 of 19
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. 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 shall 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.
26. IMMIGRATION NATIONALITY ACT.
Vendor shall 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 shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall 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
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement (collectively, "Work Product"). Further, City shall 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 shall 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 shall 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.
28. SIGNATURE AUTHORITY.
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The person signing this Agreement hereby warrants that he/she has 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 whose name, title and signature is affixed on
the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP.
Vendor shall 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.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL.
Vendor unless a sole proprietor, acknowledges that in accordance with Chapter 2271 of the Texas
Government Code, if Vendor has 10 or more full time -employees and the contract value is $100,000 or
more, 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" shall have
the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this
contract, Vendor certifies that Vendor's signature provides written verification to the City that if
Chapter 2271, Texas Government Code applies, Vendor: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of the contract.
31. 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.
32. 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
Vendor Services Agreement (Rev.9.07.21) Page 9 of 19
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.
(signature page and exhibits follow)
Vendor Services Agreement (Rev.9.07.21) Page 10 of 19
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
Dam EWg 67q
responsible for the monitoring and administration of
By.
Dana Burghdoff (Jan''1, 202414:41 CST)
this contract, including ensuring all performance and
Name:
Dana Burgdoff
reporting requirements.
Title:
Assistant City Manager
Date:
By: Age;teL "-..-
Name: Regina Jones
APPROVAL RECOMMENDED:
Title: Contract Compliance Specialist
APPROVED AS TO FORM AND LEGALITY:
By:
Christopher H rder (Jan 21, 202411:59 CST)
Name:
Christopher Harder
Title:
Water Director
By.
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Name:
Jessika J. Williams
ATTEST:
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Title:
Assistant City Attorney
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CONTRACT AUTHORIZATION:
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By:
Form 1295:
Name:
Jannette Goodall
Title:
City Secretary
VENDOR:
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By:
Name: Ross Thomson
Title: Manager
Date: 1 /14/2024
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement (Rev.9.07.21) Page 11 of 19
EXHIBIT A
SCOPE OF SERVICES
0 R B 13` PRODIGY`
PRODIGY SMARTCAP
Pipe Deterioration, Leakage and Flow Monitoring
0
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The Orbis Prodigy is a multi -sensor, wireless IoT monitoring device that safeguards pipes and assets. Our sophisticated sensor array
detects a broad range of pipe conditions and
potential issues in advance - with a simple, cellular connected,
non-invasive, clamp -on device.
ON -PIPE SMARTCAP
Pipe wall thickness / / I
monitoring V V
Leak detection I
Vendor Services Agreement (Rev.9.07.21) Page 12 of 19
Prodigy comes in both fire hydrant cap (SmartCap) and 'on
Flow measurement
pipe' configurations to allow simple attachment onto most
pipes in minutes, with no disruption or system shut down.
Flow events
Using patented sensors and wireless IoT connectivity,
Prodigy provides predictive assessments of pipe
Pressure
deterioration and internal blockages, and monitors
your infrastructure for leaks, flow events, pressure and
vibration and seismic
activity
temperature changes, Legionella conditions and more --
prior to the onset of critical events.
Tamper alerts
Prodigy monitors, processes, and records multiple channels
Live wireless cellular
of data from several on -board sensors and stores the
connectivity
processed data in memory, ready for upload to the cloud
via Cat-M1 cellular connectivity. Reports and data files
Temperature
are transmitted daily unless events occur, in which case
Prodigy will transmit data real time to ensure alerts and
notifications are received as they occur.
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www.orbis-sys.com 1 1-858-242-1603
Vendor Services Agreement (Rev.9.07.21) Page 13 of 19
Operating mode
Fully wireless — LTE Cat-M1 connectivity. Internal antennas as standard, external antennas
are available upon request
Application
Fire hydrants, potable pipes, waste pipes, drain pipes, fire systems, HVAC systems
Pipe materials
Copper, CIP, SIP, DIP, Steel, PSC, Concrete, AC, Plastic, GRP, All
Measuring/Monitoring capability
Live Alerts, hourly, daily, monthly
Attachment means
Non-invasive clip/bolt on device
Pipe diameters
1.5" to 12" diameters
Power requirements
Self -powered and 5vdc external option
Installation environment
IP67 as standard, inside, outside, below ground. IP68 available upon request
Cellular coverage
Any — specify country & location
INSTALLATION• •
Location points
Fire hydrants, exposed pipes of all types and sizes, drainage stacks, facility pipes
Min. pipe exposure required
12in. length and full circumferential access
Fire Hydrants
Prodigy SmartCap
Potable water pipelines
Prodigy BLUE
Fire systems
Prodigy RED
HVAC systems
Prodigy GREEN
Municipality systems
Prodigy YELLOW (See also BLUE & GREY)
Waste/Drain pipelines
Prodigy GREY
Industrial/Petrochemical/Gas
Speak to a member of Orbis Intelligent Systems
SPECIFICATION
SYSTEM
Size
Enclosure material
Power
Battery life
Operating temperature
Communications Modem
Processor
ADC
Non-volatile memory
Acoustic sensors
Leak cable
Thermal flow sensor
Ultrasonic flow sensor
Accelerometer
Pipe Condition sensor
STANDARD 'ON -PIPE' SYSTEM
SMARTCAP
9.9" (252mm) length x 2.5" (64mm) width x
4 I/2" NH(NST) Hydrant cap
2.5" (65mm) height
Delrin with stainless steel base plate
Cast iron (red, yellow or grey)
3.6v Lithium primary battery. External DC power
3.6v Lithium primary battery. External DC power
plug-in available
plug-in available
Up to 3 years operating in normal conditions, including one
Up to 3 years operating in normal conditions, including one
remote system check -in and data upload per day
remote system check -in and data upload per day
-55 to 85°F (-67 to 185°C)
-55 to 85°F (-67 to 185°C)
Carrier certified LTE Cat-M I modem
Carrier certified LTE Cat-M I modem
Twin processors (8-bit microcontroller and 32-bit
Twin processors (8-bit microcontroller and 32-bit
microcontroller)
microcontroller)
Twin 16-bit multichannel ADC and 24-bit multichannel ADC
Twin 16-bit multichannel ADC and 24-bit multichannel ADC
128Mbytes
128Mbytes
Piezo ceramic transducer
Piezo ceramic transducer
External plug-in twin core conductive leak cable
Not applicable
(100-1000ft lengths) - optional
Twin multi-thermistor array with heating element
Not applicable
Twin I Mhz ultrasonic transducers (Optional extra)
Not applicable
3 Axis low consumption board mount accelerometer
3 Axis low consumption board mount accelerometer
Programmable acoustic wave inducer
Not applicable
Vendor Services Agreement Page 14 of 19
Hoop stress sensor
Upload and alert capability
Sample rate
Call in and upload frequency
Product warranty
Data and Web Portal
Polyimide resin strain gauge 0.05%FS accuracy transducer Polyimide resin strain gauge 0.05%FS accuracy transducer
Real-time alerts — with once per day system check -in as Real-time alerts — with once per day system check -in as
standard and corresponding raw data upload standard and corresponding raw data upload
Feature specific sampling rates ranging from 300 samples/ Feature specific sampling rates ranging from 300 samples/
sec to 6000 samples/sec sec to 6000 samples/sec
Standard once per day unless event triggered
3 years standard — terms apply
Subscription based (3 yrs Included)
Standard once per day unless event triggered
3 years standard — terms apply
Subscription based (3 yrs Included)
Vendor Services Agreement Page 15 of 19
EXHIBIT B
PRICE SCHEDULE
Vendor will provide City with Orbis Smart Cap devices on behalf of the Water Department. Total payment
made under this Agreement shall be up to Forty -Eight Thousand, Eight Hundred and Twenty -Five
Dollars ($48,825.00). Vendor shall 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 shall not be liable for any additional expenses of Vendor not specified by this Agreement
unless City first approves such expenses in writing.
Vendor Services Agreement Page 16 of 19
AV
TEGHI�GE0GIES
AV Water Technologies LLC 6823-B Theall Rd.
Houston Texas 77066
Quotation
# AVWT-5614
Fort Worth, City of
1000 Throckmorton St
1000 Throckmorton St Fort Worth
TX 76102-6312
Subject :
Orbis Price Quote for Fort Worth, TX
Quotation Date : 12.11.2023
Regional Mgr: Gabe Briscoe
ORBIS SmartCap 31 1,575.00 48,825.00
Price includes all portal based software and cellular fees for 5 years.
Sub Total 48,825.00
Sales Tax Default (0%) 0.00
Total $48,825.00
Notes
Freight included on orders greater than $25,000.00.
Orders less than $25,000.00 will be pre paid and
added.
Special Terms & Notes:
Special Terms & Notes:
Pricing: Quoted pricing is less sales and local taxes. All prices indicated are valid when purchasing the complete quantities
mentioned above.
Delivery: Delivery schedule to be mutually agreed upon. Due to global supply issues exact delivery dates are subject to change. Terms &
Conditions: Unless otherwise agreed upon by both parties in writing, each order processed by AV Water Technologies shall be governed by
the laws of the State of Texas, choice of venue is Harris County, Texas; AV Water Technologies Inc. and/or the Manufacturer's Terms and
Conditions and/or a signed Equipment and Services Purchase Agreement. Cancelled or returned products are subject to a 30% restocking
charge. Special Order products cannot be canceled or able to be returned. This quotation and all Order Forms between DIEHL METERING
Vendor Services Agreement Page 17 of 19
LLC and the customer shall be governed by, and is subject to, the IZAR PLUS Portal Terms and Conditions (the "Agreement"), as may be
amended from time to time. The current version of the Agreement is located here: https://www.diehl.com/metering/en/support-center
/terms-conditions/#diehl-metering-Ilc [diehl.com] and is hereby incorporated by reference. Diehl Metering reserves the right to make
product enhancements or specification changes with or without notice.
Project: Quote subject to change as a site survey has not been performed. The following is assumed: Identified infrastructure is suitable
for gateway installation at the required antenna height. Power is available within five feet. Additional gateways will be at the same or lower
cost. Installation will be sight dependent.
Vendor Services Agreement Page 18 of 19
Shipping and Handling Costs: Will be added to Invoice or invoiced separately when shipped.
Payment: 30 days net upon delivery of invoice. AV Water Technologies reserves the right to charge 1.5% per month
(18% per year) or the highest legal limit for all unpaid or late invoices.
Product: Product manufacturer reserves the right to make product enhancements or specification changes with
or without notice. Warranty: Warranties are provided by each respective manufacturer/supplier of
prod u ct/softwa re/a p pl ications/networks.
Agreements: If applicable, Agreements, End User License Agreement, Software and/or applications (etc.) are
between the respective manufacture/supplier and the end user.
The Annual fees Charged by the respective manufactures/suppliers of software/applications/networks may increase 3%
annually. Annual Fees are to be invoiced six months from the delivery of gateways.
Signature of Acceptance:
Printed Name:
Date:
Vendor Services Agreement Page 19 of 19