HomeMy WebLinkAboutContract 54716-NC1CSC No. 54716-NC1
Nlemomndum
Date: 5/20/2024
To: JB Strong, Sr. Assistant City Attorney
To: Brenda Ray — Contract Compliance Manager
James Davis - Fire Chief
Return to: Tracy Walter — FMSNendor Management
Re: Petra Chemical Acquisition DBA DCC Inc to Petra Chemical Company
LLC Name change only
Prior Name: Petra Chemical Acquisition DBA DCC Inc
New Name: Petra Chemical Company LLC
Supplier id: 0000033971
CSCO: 54716
CSCO was originally placed in DBA name, DCC Inc, along with Petra Chemical
Company LLC. Name change needed to remove the DBA DCC Inc and leave
remaining legal entity Petra Chemical Company LLC
APPROVED BY:
JB Strong, Sr. Assistant City Attorney
APPROVAL DATE: May 21, 2024
300 Jackson Hill Street
Houston, Texas 77007
(713) 863-1947
FAX (713) 863-7197
December 28, 2023
Dear Customer:
DCC is merging into Petra Chemical Company LLC effective January 1, 2024. This will allow us to
streamline our organization. None of your contacts, phone numbers or email addresses will change. The
same people will be taking and delivering your orders. What will change:
• The Federal Tax ID number (see attached W-9)
• The remit to address and banking information (see attached bank letter)
• In order to maintain sales tax exemption status, please email a current sales tax exemption
certificate to taxcert@dxgroup.com. Petra Chemical Company LLC should be listed as the
"Seller" on all new exemption certificates.
The effective date of the merger will be January 1, 2024. Please adjust your payment systems to reflect
these changes. If you have any questions, please contact your local sales or customer service
representative.
Thank you for your support and we look forward to our continued relationship.
Sincerely,
Kurt R. Filer
President
Petra Chemical Company LLC
attachments
Request for Taxpayer
Give Form to the
Form
(Rev. October2018) Identification Number and Certification
requester. Do not
Department of the Treasury
send to the IRS.
Internal
Revenue Service ► Go to wwwJrs.gov/FormW9 for instructions and the latest information.
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
PVS DX, Inc.
2 Business name/disregarded entity name, if different from above
Petra Chemical Company, LLC (75-2598433) (Single -member LLC, Disreqarded Entity)
m
3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the
4 Exemptions (codes apply only to
m
following seven boxes.
certain entities, not individuals; see
a
p
❑ Individual/sole proprietor or El C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate
instructions on page 3):
single -member LLC
Exempt payee code (if any)
❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ►
`o M
Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check
Exemption from FATCA reporting
yr
E
LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is
code (if any)
o. u
another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that
w
is disregarded from the owner should check the appropriate box for the tax classification of its owner.
d❑
Other (see instructions)►
(Applies to accounts..iM.1-d outside the U.S.)
(n
5 Address (number, street, and apt. or suite no.) See instructions. Requester's name and address (optional)
300 Jackson Hill St
6 City, state, and ZIP code
Houston, TX 77007
7 List account number(s) here (optional)
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid I Social security number
backup withholding. For individuals, this is generally your social security number (SSN). However, for a
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN, later. or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and I Employer identification number
Number To Give the Requester for guidelines on whose number to enter.
9 3-I3I2I9I2I i
Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. 1 am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments
other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.
Sign Signature of
Here U.S. person ► Date Do -
General Instructions a
Section references are to the Internal Revenue Code unless otherwise
noted.
Future developments. For the latest information about developments
related to Form W-9 and its instructions, such as legislation enacted
after they were published, go to www.irs.gov/FormW9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the IRS must obtain your correct taxpayer
identification number (TIN) which may be your social security number
(SSN), individual taxpayer identification number (ITIN), adoption
taxpayer identification number (ATIN), or employer identification number
(EIN), to report on an information return the amount paid to you, or other
amount reportable on an information return. Examples of information
returns include, but are not limited to, the following.
• Form 1099-INT (interest earned or paid)
• Form 1099-DIV (dividends, including those from stocks or mutual
funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross
proceeds)
• Form 1099-B (stock or mutual fund sales and certain other
transactions by brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
• Form 1098 (home mortgage interest), 1098-E (student loan interest),
1098-T (tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN.
If you do not return Form W-9 to the requester with a TIN, you might
be subject to backup withholding. See What is backup withholding,
later.
Cat. No. 10231X Form W-9 (Rev. 10-2018)
Ism PNC
December 11, 2023
To Whom It May Concern:
This letter serves as verification that the below client has established an account with PNC
Bank, N.A. The ACH, Funds Transfer, and Lockbox instructions are as follows:
Legal Account Title: PETRA CHEMICAL CO LLC
ACH Instructions
Account Number: 4174811741
ACH Routing Number: 041000124
Bank Name: PNC Bank, N.A.
Bank Address: 500 First Avenue Pittsburgh, PA 15219
Funds Transfer Instructions
Account Number: 4174811741
WIRE Routing Number: 041000124
SWIFT Code: PNCCUS33
Bank Name: PNC Bank, N.A.
Bank Address: 500 First Avenue Pittsburgh, PA 15219
Mailing Address:
Petra Chemical Company LLC
PO BOX 674946
DALLAS TX 75267-4946
Lockbox Instructions
Overnight/Courier Address:
PNC BANK C/O PETRA CHEMICAL
COMPANY LLC
LOCKBOX NUMBER 674946
1200 E CAMPBELL RD STE 108
RICHARDSON TX 75081
If you have any questions or require additional information, please feel free to contact Treasury
Management Client Care at 800-669-1518 or email me at July.ulloa@pnc.com.
Sincerely,
July V. Ulloa
Officer, Relationship Service Advisor
Corporate & Institutional Banking
CSC No. 54716
CSC No. 54716-R1
CITY OF FORT WORTH
CONTRACT RENEWAL NOTICE
September 1, 2021
Petra Chemical Acquisition Company, LLC dba DCC
Attn: R.C. Karm, President/CEO
2929 Storey, Ln.
Dallas, TX 75220
Re: Contract Renewal Notice
Contract No. CSC No. 54716 (the "Contract")
Renewal Term No. 1: October 01, 2021 to September 30, 2022.
The above referenced Contract with the City of Fort Worth expires on September 30,
2021 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of
the City. This letter is to inform you that the City is exercising its right to renew the Contract for
an additional one (1) year period, which will begin immediately after the Expiration Date. All other
terms and conditions of the Contract remain unchanged. Please return this signed
acknowledgement letter, along with a copy of your current insurance certificate, to the
address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to
provide a signed acknowledgment does not affect the renewal.
Please log onto PeopleSoft Purchasing at http://fortworthtexas.�4ov/purchasing to insure
that your company information is correct and up-to-date.
If you have any questions concerning this Contract Renewal Notice, please contact me at
the telephone number listed below.
Sincerely,
Mark Rauscher
Fire Assistant Director
OFFICIAL RECORD
Contract Renewal CITY SECRETARY
FT. WORTH, TX
CSC No. 54716
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
By: Valerie Washington?Se. 16. 20210708 CDTI of this contract, including ensuring all
Name: Valerie Washin4ton performance and reporting requirements.
Title: Assistant Citv Manager
Date: Sep 16, 2021 .7
By: Mark Rauscher (Sep 8, 202120:50 CDT)
Name: Mark Rauscher
Title: Assistant Fire Director
APPROVAL RECOMMENDED:
By:
APPROVED AS TO FORM AND LEGALITY:
ATTEST: �t,� 4"t�
By:
'ftgCcf �.'
Name: Christobher Austria
Go�rz�tGet
By: Ronald P. Gonzales (Sep 16,202110:21 CDT)
Title: Assistant Citv Attorney
Name: Robert Gonzales
Title: Acting Citv Secretary
X-exi mix"W1111 McN]:iOWN 0[110
Date Approved:
M&C: CONTRACT AUTHORIZATION:
M&C: N/A
Form 1295 Certification No.: N/A
Contract Renewal Page 2 of 3
CSC No. 54716
Petra Chemical Aca_uisition Companv. LLC
dba DCC
Name: R. C. Karm
Title: President
Contract Renewal Page 3 of 3
City of Fort Worth Contract Renewal PSK11666
Final Audit Report 2021-09-07
Created: 2021-09-07
By: Beverley Bates (bbates@dxservice.com)
Status: Signed
Transaction ID: CBJCHBCAABAAXc3rR1WDBCVrGbV3nN6fe1pCBiY2Fc5M
"City of Fort Worth Contract Renewal PSK11666" History
Document created by Beverley Bates (bbates@dxservice.com)
2021-09-07 - 8:21:35 PM GMT- IP address: 208.189.183.196
Document emailed to Rick Karm (rkarm@dxgroup.com) for signature
2021-09-07 - 8:22:26 PM GMT
Email viewed by Rick Karm (rkarm@dxgroup.com)
2021-09-07 - 8:26:23 PM GMT- IP address: 208.189.183.196
Document e-signed by Rick Karm (rkarm@dxgroup.com)
Signature Date: 2021-09-07 - 8:26:42 PM GMT - Time Source: server- IP address: 208.189.183.196
Agreement completed.
2021-09-07 - 8:26:42 PM GMT
a Adobe Sign
City Secretary Contract No.
54716
FORT WORTH.
"I'll
VENDOR SERVICES AGREEMENT
DCC, INC/PETRA CHEMICAL COMPANY, LLC
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 DCC,
Inc/Petra Chemical Company, LLC ("Vendor"), a Texas Corporation, each individually referred to as a
"party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A — Scope of Services;
3. Exhibit B — Price Schedule; and
4. Exhibit C — Verification of Signature Authority Form.
Exhibits A, B and C, 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 Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement
shall control.
1. Scone of Services. Weekly and by -weekly pool maintenance and cleaning including
chemicals for Fort Worth Fire Department's Aquatic Simulator. Exhibit "A," - Scope of Services more
specifically describes the services to be provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date") and shall expire on September 30, 2021 ("Expiration Date"), unless terminated earlier
in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to
renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal options, at
City's sole discretion.
3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor
personnel who perform services under this Agreement in accordance with the provisions of this Agreement
and Exhibit "B," — Price Schedule. Total payment made under this Agreement for the [first] year by City
shall be in an amount up to Fifty thousand Dollars ($50,000.00). Payments for the following years shall
be as described in Exhibit B. 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.
Vendor Services Agreement
DCC INC/Petra Chemical Company, LLC
OFFICIAL RECORD
CITY SECRETARY I Page 1 of 13
FT. WORTH, TX
City Secretary Contract No.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-annronriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement 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.
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 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 shall promptly notify Seller. It will be the responsibility of Seller 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.
5.3 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
Vendor Services Agreement Page 2 of 13
DCC INC/Petra Chemical Company, LLC
City Secretary Contract No.
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. Indenendent 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, Vendors and subVendors. Vendor acknowledges that the doctrine of respondeat superior shall
not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, Vendors and subVendors. 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 way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees or subVendor of Vendor. Neither Vendor, nor any officers, agents,
servants, employees or subVendor 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 subVendor.
Liabilitv 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 COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS 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
Vendor Services Agreement Page 3 of 13
DCC INC/Petra Chemical Company, LLC
City Secretary Contract No.
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 software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor shall 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 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, sub Vendor shall execute a
written agreement with Vendor referencing this Agreement under which sub Vendor 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 shall 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 work pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
Vendor Services Agreement Page 4 of 13
DCC INC/Petra Chemical Company, LLC
City Secretary Contract No.
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall 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 work is 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 shall 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 shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
name City as an additional insured thereon, as its interests may appear. The term
City shall include its employees, officers, officials, agents, and volunteers in
respect to the contracted services.
(b) The workers' compensation policy shall 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 shall be provided to City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall 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
Vendor Services Agreement Page 5 of 13
DCC INC/Petra Chemical Company, LLC
City Secretary Contract No.
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 shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall 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.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subVendors 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, SUBVENDORSS 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 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:
To VENDOR:
City of Fort Worth DCC Inc/Petra Chemical Company, LLC.
Attn: Valerie Washington, Assistant City Manager R. C. Kann, President/CEO
200 Texas Street 2929 Storey Ln.
Fort Worth, TX 76102-6314 Dallas, TX 75220
Facsimile: (817) 392-8654 Facsimile: (214)352-1049
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Emplovees. 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.
Vendor Services Agreement Page 6 of 13
DCC INC/Petra Chemical Company, LLC
City Secretary Contract No.
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.
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 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.
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 Maieure. City and Vendor shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall 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, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
20. HeadinEs 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 or Exhibits A, B, and C.
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 Exhibits A, B and C, 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.
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
Vendor Services Agreement Page 7 of 13
DCC INC/Petra Chemical Company, LLC
City Secretary Contract No.
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 Nationalitv 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 Authoritv. 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 Companv 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. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
Vendor Services Agreement Page 8 of 13
DCC INC/Petra Chemical Company, LLC
City Secretary Contract No.
2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel'
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
(signature page follows)
Vendor Services Agreement Page 9 of 13
DCC INC/Petra Chemical Company, LLC
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
By: Valerie Washington (Oct 21,2020 10:25 CDT) this contract, including ensuring all performance and
Name: Valerie Washington
reporting requirements.
Title: Assistant City Manager
Date: Oct 21, 2020ZQ— By: Mark ausccher (Oct 16,202015:16CDT)
Name: Mark Rauscher
APPROVAL RECOMMENDED: Title: Assistant Director - Fire
APPROVED AS TO FORM AND LEGALITY:
By:
J s Davis (Oct 17, 202015:26 CDT)
Name:
James Davis as
Title:
Fire Fire Chief°°-o$d
By. Christopher A stria(Oct19,202008:46CDT)
o�°s o 4
Name: Christopher Austria
ATTEST: °o * �° °�* d°
Title: Assistant City Attorney
1o
darn aE11?4ap
CONTRACT AUTHORIZATION:
By
2,
L r Ronal P. Gonz�(Oct 2012:DT)
M&C: N/A
Name:
Mary Kayser
Title:
City Secretary
VENDOR:
DCC, Inc/Petra Chemical Company, LLC
By: �" 4f
Name: R. C. Karin
Title: President/CEO
Date: Oct 14, 20;9
Vendor Services Agreement
DCC INC/Petra Chemical Company, LLC
OFFICIAL RECORD
CITY SECRETARY I Page 10 of 13
FT. WORTH, TX
EXHIBIT A
SCOPE OF SERVICES
Pool cleaning and maintenance including pool chemicals listed below for the Fire Department Aquatic
Simulator
1. Pool Cleaning for Fire Department
1.1 Twice weekly cleaning from April thru November.
1.1 Weekly cleaning from December thru March.
1.2 Cleaning includes: vacuuming, brushing, cleaning top of pool with leaf net, emptying skimmers and
pump basket.
2. Pool Maintenance for Fire Department
2.1 Maintenance: All chemicals including sanitizer and balancing chemicals are included.
2.2 Maintenance of Equipment includes: backwashing of filters, cleaning of sensors, cleaning of chemical
feeders and hoses.
3. Pool Specifications:
3.1 225,000 gallon pool.
3.2 Includes 55' x 75' x 6' lap and 30' x 40' x 12' dive training pool
3.3 Mechanical System:
3.3.1 Pool filtration is a high -rate pressure sand filtration with a horizontal fiberglass tank configuration
and manual backwash valving
3.3.2 Primary sanitizer is sodium hypochlorite (500 gallon double -wall bulk storage tank, peristaltic pump
feeder).
3.3.3 PH buffer media is muriatic acid (barboys on spill containment platform, peristaltic pump feeder).
3.3.4 Automated chemical controller is provided for continuous monitoring of water quality and automated
feeding of chemicals. Remote access to chemical controller is provided via Ethernet connection.
Chemical controller functionality includes filter influent/effluent tank pressure monitoring and data logging,
as well as sodium hypochlorite tank lever sensing.
3.3.5 Automate water level control system is provided.
3.3.6 Ultra -violet secondary disinfection system is provided as a part of the pool recirculation system to
aid with sanitation, particularly control of Cryptosporidium.
4. Chemicals
• Sodium Hypochlorite (sanitizer) 2000 Gallons/ 500 Gallon tank to be filled quarterly
• Muriatic Acid (pH buffer) 12 ea. 15 Gallon Carboys
• Calcium Chloride/ 10 ea. -SO# Bag
• Sodium Bicarbonate/ 20 ea. SO# Bag
• lsocyanuric Acid/ 1 ea. 100# Drum
• Calcium Hypochlorite Granular/ 2 ea. 100# Pail
• No Mor Problems/ 1 ea. Case (12 x 32oz bottle)
5. Items such as peristaltic pumps and/or parts associated with any equipment may be • provided and
quoted on an as needed basis. DCC will provide supplemental quote for any additional labor or parts
requested, that are not included in the scope of the maintenance and chemical bid.
Vendor Services Agreement — Exhibit A Page 11 of 13
DCC INC/Petra Chemical Company, LLC
EXHIBIT B
PRICE SCHEDULE
ntl'�P
Ins
2929 'Storey Ln
Dallas, TX 75220
Me ae 972-224-1659
Fax 224-352-1049
City of Fort Worth Bid Wer
RFCk Pool Malntenarwe for Fb* Dgmrtmerd
CFW0140.0226
5 cope of Mork:
Pool Maintenance &Chemicals perspedflcatonsofCFVJ01-2 226
Date:09/29/20
Fool Cleaning & Maintenance,. and Chemicals form Apri through November-Twro times perv&-ek
Monday - Friday between 8,00 am - 4:00 pm / Service based on up to 2 hours pervisit
Qty 25 / Ea. / Unit Price (2 x per WEek 1 $535.00 $18,7252rd
Fool Cleanlrg &Malrtenance, and Chemicals From Decernberthrough March -One time perweek
Monday - Fridav between 9:00 am -4:00 pm / SerAce bmec on up to; hoffs per visit
Qty 17 / Ea. / Unft Price ( Ix per Week 1 • $475,00 $8,475.00
TotaI8idAmount - 26,900.00
9Id Total is based on the fDllowing estimated Pool Chemical usage -
Sodium HypocHorite (sanitixer� 2000 Gallons / 5 faller, tank to be I'll"quarterly
Muriatic Acid (pHbuffers 12 ea. 1-5 Gallbn Carboys
Calcium ChlorWe / 10ea. - So## Bag
F Sodium Bicarbonate / 20-Ea. 504 Bag
1socyanudcAcid / 1 ea. IW# Drum
Calcium Hypochlorite+Granular / 2 ea.1QM Pa
No Mor Problems / 1 ea. Case 112 x 32oa bottle)
Sid does not include rraintenunce ports {ar supplies for equipmerrt #terns such as peristaltic pumps
arrOlor parts associated with any equ meat rrrey be -provided and quoted can an as needed basis. OCC
vWil provide supplemental quote far cry additional labor ar parts requested, dwt are rn at inrJuded in the
scope of the mairrterranceand chemical bid.
Vendor Services Agreement - Exhibit B Page 12 of 13
DCC INC/Petra Chemical Company, LLC
City Secretary Contract No.
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
DCC INC/PETRA CHEMICAL COMPANY, LLC
2929 STOREY LN
DALLAS, TX 75220
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
Name; JDO U C:' &,
VP
S 1won:
1mc;
natura
Name., R. C. Kam.. Pn*dont
,ig,nacure of Prasi t (CEO
Otter Tiff:
Dace 09!231202°3
Vendor Services Agreement — Exhibit C Page 13 of 13
DCC INC/Petra Chemical Company, LLC