HomeMy WebLinkAboutContract 61368City Secretary Contract No. 61368
FORT WORTH.
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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 FIVE
STAR ELECTRIC MOTORS INC. ("Vendor"), each individually referred to as a "party" and
collectively referred to as the "parties."
l . Scone of Services. Solid state motor preventative maintenance ("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 one (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 One Hundred Thousand Dollars ($100,000.00).
Vendor will not perform any additional services or bill for expenses incurred for City not specified by this
Agreement unless City requests and approves in writing the additional costs for such services. City will not
be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves
such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-atmropriation 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
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will 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 respondeal superior
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wi I I 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.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINSTANYAND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
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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.
4. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
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Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$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 Reouirements
(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- V11
in the current A.M. Best Key RatingGuide, 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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l 1. Compliance with Laws. Ordinances. Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Five Star Electric Motors, Inc.
Russ Brehm, Service Manager
1 1 135 Iota Drive
San Antonio, TX 78217
Facsimile: 210-492-4280
14. Solicitation of EmDlovees. 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 Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
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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. OwnershiD 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 -far -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Sienature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Comnanv Name or Ownershin. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Boveott 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.
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30. Prohibition on Bovcottine Ener v Comuanies. 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 "fireann trade association" have the meaning ascribed to those terms by Chapter 2274 of the
Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page foHoivs)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
By.
this contract, including ensuring all performance and
Name:
Fernando Costa
reporting requirements.
Title:
Assistant City Manager
Date:
5/2/2024
By:
Name: Shatabya Bergland
APPROVAL RECOMMENDED:
Title: Contract Compliance Specialist
APPROVED AS TO FORM AND LEGALITY:
CLc�r��v t�r7e�
By: Christopher Harder (May 1, 202411:13 CDT)
Name: Chris Harder J
Title: Water Department Director B
dovoaq
Y:
ATTEST: �� F FORroadd Name: Jeremy Anato-Mensah
oFo o o Title: Assistant City Attorney
PVo o=d
CONTRACT AUTHORIZATION:
A R °nn QE4p5Qp M&C: N/A
By: Form 1295: N/A
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Five Star Electric Motors, Inc.
By:
Name: T?- v s 5 a \k ?�L ,
Title: S,e vv =cP MCLV (U.q +r;x
Date: , 20 Z.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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EXHIBIT A
SCOPE OF SERVICES
See next page.
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FORT WORTHA
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorney for review. The attorney will review the information you have
provided to determine whether an exemption to Chapter 252's biding requirements is defensible.
If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure
to provide sufficient information may result in follow up questions and cause a delay in the
attorney's determination.
Section 1: General Information
Requesting Department:
Name of Contract Manager:
Department's Attorney:
Item or Service sought:
Goods:
Service:
Anticipated Amount:
Vendor:
Current/Prior Agreement for itemiservice:
CSC or Purchase Order #:
Amount:
Projected M&C Date:
Water Department
Shatabya Bergland
Doug Black
Solid State Motor Preventative Maintenance
$100,000.00
Five Star Electric Motors Inc
Yes i}4
NIA
$100,000.00
NIA
No ❑
How will this item or service be used? Maintenance and repairs on the OEM Benshaw
solid motors we have in the Water Department. The preventative maintenance will keen them un
and running in a proper manner.
Has your department started a requisition or otherwise contacted the Purchasing Division related
to obtaining this good. -service? Yes ❑ No N
Pagel of 4
If yes, please provide requisition number or brief explanation of contact with
Purchasing Division: N/A
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE - For a claimed sole -source exemption, only complete Section 3.
Please indicate the non -sole -source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions:
❑ A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth's residents;
❑ A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
❑ A procurement for personal, professional, or planning services;
❑ A procurement for work that is performed and paid for by the day as the work
progresses;
❑ A purchase of land or a right-of-way;
❑ Paving drainage, street widening, and other public improvements, or related matters, if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
❑ A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
❑ A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
❑ Personal property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
• by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
• under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
❑ Services performed by blind or severely disabled persons;
Page 2 of 4
❑ Goods purchased by a municipality for subsequent retail sale by the municipality;
❑ Electricity; or
❑ Advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form. N/A
Section 3: Claimed Sole -Source Exemption and Justification
NOTE - For any non -sole -source exemption, complete Section 2.
Please indicate the sole -source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
® *A procurement of items that are available from only one source, including:
• items that are available from only one source because of patents, copyrights,
secret processes, or natural monopolies;
• films, manuscripts, or books;
• gas, water, and other utility services;
• captive replacement parts or components for equipment;
• books, papers, and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials; and
+ management services provided by a nonprofit organization to a municipal
museum, park, zoo, or other facility to which the organization has provided
significant financial or other benefits;
Now did you determine that the item or service is only available from one source?
Communication with Benshaw and their 3rd party provider Five Star Electric
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
See sole source letter.
Did you attach a sole source justification letter? ® Yes C No
Page 3 of 4
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). Five Star
is the only representative that can sell Benshaw in the reeion.
Section 4: Attornev Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? ®Yes ❑No.
Was there anything attached to this form that was relied on in making this determination?
M Yes ❑No.
If yes, please explain: The Department provided a sole source letter.
Was there anything not included on this form or attached hereto that was relied on in making this
determination? El Yes ®No.
If yes, please explain: N/A
Will the standard terms and conditions apply?
Will the contract require special terms?
Will the contract require review by the department attorney?
Approved By:
1"4nWz--
J re y nato-Mensah 1 Jessika Williams
A ant City Attorney
M Yes
❑No.
❑Yes
®No.
®Yes
(--]No.
Date: 04119 '2024
Page 4 of 4
BENSHAW
ADVANCED CONTROLS 3 DRIVES
March 18, 2024
City of Fort Worth
Purchasing Division
200 Texas Street
Fort Worth, TX 76102
615 Alpha Drive tel: 412-968.0100
Benshaw. Inc Pittsburgh, PA 15238 www.benshaw.com
Subject: 2024 Five Star Electric Service Contract Renewal
Reference: Five Star Electric Quotation# RB240318 COFW RO
Dear Mr. Tim Allen,
This letter confirms that Five Star Electric is Benshaw's sole 31d party Authorized Service Provider for the
state of Texas and that they should provide any required Service Support and associated proprietary
retrofit kits and repair parts to repair, upgrade, and maintain Benshaw solid state starters owned by the
City of Fort Worth.
Please contact me if you have any questions or concerns regarding Five Star Electric's Sales and Service
support qualifications of Benshaw's low and medium voltage starters in the state of Texas.
Regards,
Alan Jones
a&n J..
Inside Sales Manager
Commercial and Industrial Systems
Benshaw
615 Alpha Dr.
Pittsburgh, Pa 15238
Tel: 412.968 0100 xt 221
Fax: 412,968 5415
wwry reaalbe Cik Corn
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
See next page.
Vendor Services Agreement Page 12 of 12
FIVE STAR ELECTRIC
P 0IVF R r D RY 1NN()VA Ti ()N
FIVE STAR ELECTRIC
11135 Iota Dr.
San Antonio, TX 78217
800-229-8965
2024 Technical Assistance and Service Rates Schedule
Rates
ST
P1
P2
Standby/Holdover
Local HVAC
$110.00/hour
$165.00/hour
$220.00/hour
At applicable rates
LV Products
$125.00/hour
$187.50/hour
$250.00/hour
At applicable rates
MV Products
$180.00/hour
$270.00/hour
$360.00/hour
At applicable rates
Engineering
$220.00/hour
$330.00/hour
$440.00/hour
At applicable rates
ST: 5andard Servi=. Up to eight (8) hours per day, regular weekdays. Includes all travel time.
P1: Premium Service. Level One. All regular weekday hours greater than eight (8), but less than sixteen (16). All
Saturday time up to eight (8) hours. Includes all travel time.
P2: Premium Service, Level Two. All Sunday and Five Star Electric recognized holiday time. Ali time in excess of 16 hours
per day for regular weekdays. All time in excess of eight (8) hours incurred on Saturday. Includes all travel time.
Standby and Holdover Time: (Considered Waiting or On Call) time spent at the customer's request (or due to
circumstances beyond Five Star Electric's control) at the service job site or is due to local job site conditions.
Standby and Holdover Time Invoicing: On -site standby will be invoiced at the applicable prevailing rate up to 16
hours within any 24 hour period. Off -site standby will be invoiced at the applicable standard rate for the entire period,
up to a maximum of 16 hours within any 24 hour period.
Minimum Service Billing: Local Service: Two (2) hours plus expenses. Non -local Service: Eight (8) hours, plus expenses.
Includes travel time. Note, Local Service is defined as being within a 100-mile radius of the dispatching service facility.
Regular Weekdays: Any day, Monday through Friday inclusive, which is not a recognized Five Star Electric holiday.
Travel and Living Expenses: Invoiced as incurred for travel, living, incidental expenses and tolls, plus 10%. Meals
will be invoiced at $75.00 per day.
Mileage: $1.25/mile.
Notes:
1. A hardcopy purchase order must be provided to Five Star Electric prior to dispatching an agent.
2. Parts and materials required for Field Service work will be provided and invoiced in accordance with Five Star
Electric's published Terms and Conditions.
3. The Five Star Electric Field Service Representative shall have sole authority to determine warranty/non-warranty
status. A warranty determination means that on -site labor and parts are provided at no charge. A non -warranty
determination means that on -site labor and parts are charged at prevailing rates. Travel time and travel and living
expenses will be charged at the prevailing rate regardless of the warranty/non-warranty decisions.
This Rate Schedule replaces all others and is subject to change without notice
11135 Iota Drive, San Antonio, TX 78217 800.229.8965 210.492.4200 ig 210.492.4280
ISO 9001 Certified Quality Management System
.� FIVE STAR ELECTRIC
W 1P.0 1) Ri 1NN474'a 1
fWd Service Terms and ConditioU
Time Worked, Time Traveled and Standby/Holdover Time occurring on the same day will each be charged portal to
portal at the rates as previously defined.
Travel Expenses are defined as the actual costs of air and/or rail transportation and local bus, taxi, and automobile
rental costs. Our car rental policy is midsize cars for 2 or fewer associates and full size for more than 2 associates.
Vans will be rented as appropriate based on the equipment to be transported. Air or rail transportation will be in
coach, tourist or economy class. International air travel will be at business class. First class will be used if business
class is not available.
Living Expenses include lodging, meals, and other incidental expenses incurred by the agent at the job site and while
traveling to and from the job site. Travel and living will be invoiced at cost plus 10%.
Time On -Site For safety compliance of the Field Service Representative and the customer, at no time will a Five Star
Electric representative work more than a maximum of 16 hours (including travel time) during any 24 hour period.
Field Service will not be provided to a customer who is on credit hold until the credit issue is resolved.
Warranty Any Five Star Electric products provided are warranted in accordance with the provisions of Five Star
Electric's Standard Terms and Conditions of Sales. The customers' exclusive remedy for breach of this warranty is
repair or replacement of the defective products, or refund of that portion of the charges related to the defective
products at Five Star Electric's option. The customer's right to pursue this remedy is expressly conditioned upon the
customer's prompt notification to Five Star Electric of the alleged defect.
Service warranty is limited to the repair, at Five Star Electric's expense, of any failure directly attributable to defects in
workmanship or components provided by Five Star Electric, occurring within 30 days of a service visit.
Limitation of Warranty The warranties stated above are exclusive warranties given to the Buyer. Five Star Electric
expressly disclaims any other warranties, whether expressed or implied, including, but not limited to the implied
warranties of merchantability and fitness for a particular usage or any other warranties arising by trade usage, course
or performance, or course of dealing.
Five Star Electric maintains a staff of trained Field Service Representatives to provide technical guidance and advisory
assistance for the installation, startup, repair and maintenance of motor control and automation equipment.
11135 Iota Drive, San Antonio, TX 7 82 17 V 800.229.8965 210.492.4200 (B 210.492,4280
ISO 9001 Certified Quality Management System
FIVE TAR ELECTRIC
PO4VFRFD KY INNOVATION
Customer: City of Fort Worth Quote No: RB240318 COFW RO
Attention: Tim Allen Quote Date: 3/18/24
Job Reference: Annual Preventative Maintenance Quoted By: Russ Brehm
On behalf of the Five Star Electric, 1 would like to thank you for providing us the opportunity to submit the
following proposal:
Qty 1: Annual Preventative Maintenance Service to include:
- Check and secure all power and control connections.
- Clean and remove all foreign objects from inside the cabinet.
- Clean and remove all foreign objects from starter components and PCBs.
- Visually inspect all printed circuit boards for hot spots, loose or broken components.
- Ductor the inline, bypass and pfcc vacuum contactors.
- Perform IR scans of the equipment to locate potential problems (if possible).
- Perform SCR Anode to Cathode and gate to Cathode resistance checks.
- Perform Built In Self Test (BIST) to test contactor functionality and gating circuits.
- Megger the motor (with customer permission).
- Review parameter settings and adjust if necessary.
- Record current, voltage, and power readings at full load (if possible).
- Provide written report of the above.
Notes:
-Maintenance to be performed on the Benshaw SSRVS's listed in Exhibit A (attached)
-1 Technician, 1 Trip, NTE 5 Consecutive 8-hour work days on site, M-F, lam — 4pm
-Travel & Living Expenses included
-Additional Service quoted per Five Star's 2024 Service Rate Sheet (attached).
-Repair Parts & Labor Quoted Separately.
-Subject to Availability / 2 Week Advance Notice Required
Total Price:
Payment terms:
Quote validity:
Sincerely,
Russ Brehm
Service Manager
Five Star Electric
Mobile: 602-363-9375
$ 14,360.00
Net 30 days / 2% Monthly following 30 days
30 days
l 1 135 Iota Dr., San Antonio TX 78217 V 800.229.8965 t. 210.492.4200 e) 210.492.4280
ISO 9001 Certified Quality Management System
� FIVE STAR ELECTRIC
W4POWFRFD BY INNOVATION'
EXHIBIT A
Equipment List
Location
Tag No.
Benshaw Serial No.
Qty
EMWT Plant, EB# 2
HSP-H-01
S200503955-01-1
1
EMWT Plant, EB# 2
HSP-H-02
S199900133-1
1
EMWT Plant, EB# 3
HSP-H-12, 15, 16
S200505874-02-1, 2, & 3
3
Raw Water# I
RW-01 & 04
S199900133-7 & 8
2
Raw Water# 2
RW-05 & RW-06
S200505454-02-1 & 2
2
Northside PS
Pump 3
S20034624
1
Northside PS
Pump 4
S201300425-0 1 -1
1
Northside PS
Pump 5
S201205202-01-1
1
Stagecoach
HSP-1, 2, 3, & 4
S200104076-2, 3, 4, & 5
4
Sendera Ranch
Pumps 1, 2, 3, 4, 7, & 8
S200603966-01-1, 2, 3, 4, 7, & 8
6
Dosier Creek LS
Pumps 1, 2, 3
S200204800-1, 2, & 3
3
Rolling Hills WTP
Square Reclaim Pump 2 North
S200902519- 1 -1
1
Rolling Hills WTP
Air Scour Blower# 2
PGH043169
1
Village Creek
Air Scour Blower# I
XM20130024-1-1
1
Village Creek
Air Scour Blower# 2
XM20i30070-1-1
1
1 1 135 Iota Dr., San Antonio TX 78217 V 800.229.8965 210.492.4200 a 210.492.4280
ISO 9001 Certified Quality Management System
FIVE STAR ELECTRIC
POWrRF D BY INNOVATION
Terms and Conditions
These terms and conditions govern all sales and shipments of equipment, services and products (including parts and accessories). rive Star
Electric hereby gives notice of its objection to any different or additional terms and conditions except for such as may be expressly
accepted by it in writing.
Warranty
Warranty covers defects in workmanship and materials only. Warranty does not include transportation, labor, or freight charges associated.
Warranty is limited to the value of the Five Star Electric supplied equipment. The standard Five Star Electric terms and conditions of sale
are attached herewith and will apply to any purchase order resulting from this proposal unless other terms and conditions are specifically
negotiated in written form and signed as acceptable by Five Star Electric.
if within one year from date of start-up, but not more than eighteen months from date of shipment, should any failure to conform with this
warranty appear within such time, Five Star Electric shall, if given prompt notice by purchaser, correct such nonconformity, at its option.
either by repair or replacement F.O.B. repair facility or by refund of the purchase price of the nonconforming product or part. Return of
products to Five Star Electric pursuant to this paragraph shall be at purchaser's risk and expense. The foregoing warranty is exclusive and
in lieu of all other warranties of quality, expressed or implied. and all other warranties, including any warranty of merchantability or fitness
for a particular purpose are hereby disclaimed.
Correction of nonconformitiesin the manner and for the period of time provided above shall be purchaser's exclusive remedy and shall
constitute fulfillment of all liabilities of Five Star Electric whether in vvarranty, strict liability, contract, negligence, tort or otherwise with
respect to any nonconformance or defect in the product.
The foregoing warranty shall not apply to any product which has been: a) improperly repaired or altered,
B) Subjected to misuse, misapplication, negligence or accident, c) used in a manner contrary to manufacturer's directions.
Limitation of Liability
Five Star Electric' liability to purchaser on any claim in connection with the product shall not exceed the purchase price of the product
which gives rise to the claim.
IN NO EVENT SIEALL FIVE STAR 1:11-C'IRIC BE LIABLE FOR SPECIAL. iNCIDLNTAL OR CONSI-QUENFIAL DAMAGES
whether in warranty, contract, strict liability, tort, negligence or otherwise including but not limited to loss of profits or revenue, loss of use
of the product or any associated product, cost of capital, cost of substitute products, facilities or services. downtime costs or claims of
customers of the purchaser for such or other damages.
Except as prohibited by law, all causes of action against Five Star Electric shall expire unless brought within one year of the time of accrual
thereof, FIVi: STAR ELECTRIC NEiIEELR ASSUMES NOR AUTIIORI7.ES ANYONE TO ASSUME: FOR 11 ANY OTIII:R OR
FURTEIER LIABILITY 'THAN AS SL i OUI ABOVL.
Prices
Prices are subiect to change without notice. Prices will be the prices in effect at the time of shipment by Fine Star Electric. in the event of
a price change, (lie effective date of the change will be the date shown on the new price discount sheets. 1 Iovvever, where a price change is
made by leticr or telegram, the effective date will be given as part of the announcement.
Freight, Shipment and Routing
Shipment is F.O.B. San Antonio, Fexas. If prepaid, the amount will be added to the invoice.
Taxes
the price does not include and Federal, state or local property, license, privilege, sales, use. excise, gross receipts or other like taxes which
ma) no%% or hereafter he applicable. Pay ment by Five Star Electric of any such taxes shall be for the account of purchaser,
1 1 135 Iota Dr., San Antonio TX 78217 IW 800.229.8965 It. 210.492.4200 9B 210.492.4280
ISO 9001 Certified Quality Management System
FIVE STAR ELECTRIC
POWFRFI) BY INNOVATION'
Standard Terms of Payment
Standard terms of payment are net 30 days from ship date.
If the purchaser fails to pay any invoice when due, Five Star Electric may defer deliveries, start-up, service or +6arrantce response under
this or any other contract with purchaser, except upon prior receipt of satisfactory security for or cash in payment of any such invoice.
Failure on the part of purchaser to pay invoices when due shall at the option of Five Star Electric constitutes a default under this contract.
A service charge, the lesser of the highest rate allowed by law or 1 112% per month, or fraction thereof, for a maximum charge of 18% per
annum will be charged on all overdue accounts.
Payments
Five Star Electric may require full or partial payment in advance if, in its sole judgment, the financial condition of the purchaser, at any
time prior to delivery, does not merit terns of payment specified.
If shipments are delayed by the purchaser or by reason of any of the causes referred to in the paragraph entitled "Excusable Delay",
payments shall become due from the date when Five Star Electric is prepared to make shipment. Products held for the purchaser as a result
of such delay shall be at the risk and expense of the purchaser.
Returns for Credit
No returns for credit will be accepted unless Seller's permission has been obtained in each case in advance. Only sizes and designs taken
from Seller's regular line which are in active demand can be accepted for credit. Credit will be based on invoiced price. Subject to
deduction for handling and an additional deduction for handling and an additional deduction for expenses incurred in restoring goods to
salable condition. Obsolete or specially manufactured goods can be accepted only to the extent of value to Seller in each case. No credit
will be issued to other than the original purchaser. Credit for returns will be given toward future purchases. No cash credit will be
awarded.
Delivery
Delivery of products shall he F013 point of shipment regardless of transportation costs being "allowed". "prepaid" or "collect Where the
scheduled delivery of products and parts is delayed by the purchaser or by reason of any of the causes referred to in the paragraph entitled
Excusable Delay. Five Star Electric may deliver such products by moving them to storage for the account of and at the risk of the
purchaser. Shipping dates are approximate and are based upon prompt receipt of all necessary infiormation from purchaser. Five Star
Electric reserves the right to make delivery in installments.
Purchaser Pick -Up
No allowance will be made in lieu of transportation charges if the purchaser accepts shipment at the factory, %%archouse, or freight station_
Transportation charges will not be deducted from the purchase price.
Excusable Delay
Five Star Electric shall not be liable for loss, damage. detention or delay, nor be deemed to be in default from causes beyond its reasonable
control, including without limitation, fire, flood, strike or other labor difficulty, act or omission of any governmental authority or of the
purchaser, insurrection or riot, embargo. delays or shortage in transportation or inability to obtain necessary labor, materials or
manufacturing facility from usual sources.
In the event of delay in performance due to any such cause, the date of delivery will be postponed by such length of tinme as may he
reasonably necessary to compensate for the delay.
Caneelation Charges
If order is canceled prior to or at the time of issuance of submittals. cancellation charges are 20%. lrorder is canceled after approval of
submittals and release to manufacture, cancellation charges are 300b plus reasonable charges for labor and non -reusable material. Alter
notice of Ready -to -Ship, cancellation charges are 100%.
Errors
All clerical errors are subject to corrections.
1 l 135 Iota Dr., San Antonio TX 78217 JCJ� 800.229,8965 t, 210.492.4200 a 210.492.4280
ISO 9001 Certified Quality Management System