HomeMy WebLinkAboutContract 62159City Secretary Contract No. 62159
FORTWORTH.
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 ZONE
INDUSTRIES ("Vendor" or "Contractor"), each individually referred to as a "party" and collectively
referred to as the "parties."
1. Scoue of Services. Vendor will provide City with grinder pumps, parts, and repair services
on an as -needed basis ("Services"), as set forth in more detail in Exhibit "A," attached hereto and
incorporated herein for all purposes. Following the award of this Agreement, additional products and
services of the same general category that could have been encompassed in the award, and that are not
already made a part of the Agreement, may be added based on the discount provided on Vendor's bid
response (if applicable) and price sheet provided with Vendor's bid response or a current quote provided
from the Vendor.
2. Term. The initial term of this Agreement is for 1 year, beginning on the date that this
Agreement is executed by the City's Assistant City Manager ("Effective 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) one-year renewal option(s)
(each a "Renewal Term").
3. Comuensation. 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 annual
payment made under this non-exclusive Agreement may be an amount up to Four Hundred
Thousand Dollars ($400,000.00). The Vendor acknowledges that this is a non-exclusive agreement and
there is no guarantee of any specific amount of work. Further, Vendor recognizes that the amount stated
above is the total amount of funds available, collectively, for any Vendor that enters into an agreement with
the City under the relevant Mayor and Council Communication ("M&C") and that once the full amount has
been exhausted, whether individually or collectively, 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-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 will terminate on the last day of the fiscal period for which
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY Page 1 of 17
FT. WORTH, TX
City Secretary Contract No.
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor 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 parry 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.
Vendor Services Agreement Page 2 of 17
City Secretary Contract No.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPER TYDAMAGE OR LOSS (INCL UDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
Vendor Services Agreement Page 3 of 17
City Secretary Contract No.
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non -infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
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
Vendor Services Agreement Page 4 of 17
City Secretary Contract No.
10.2
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$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.
General Reauirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
Vendor Services Agreement Page 5 of 17
City Secretary Contract No.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws. Ordinances. Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
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 parry by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
Zone Industries.
Collin Brown, Branch Manager
1970 Business Park Blvd
Argyle, TX 76226
Facsimile:
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.
Vendor Services Agreement Page 6 of 17
City Secretary Contract No.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
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 parry 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. Counteruarts. 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.
Vendor Services Agreement Page 7 of 17
City Secretary Contract No.
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 Nationalitv Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownershin of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature 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 Comuanv 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 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 17
City Secretary Contract No.
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that in accordance
with Chapter 2276 of the Texas Government Code, 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. To the extent that Chapter 2276 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, 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. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written
verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
ACCEPTED AND AGREED:
Vendor Services Agreement Page 9 of 17
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By:
1�
William Johnson (0 t 23, 202411:35 CDT)
Name:
William Johnson
Title:
Assistant City Manager
Date:
10/23/24
APPROVAL RECOMMENDED:
Chn"� tOvhel- flavdeY
By: Christopher Hardier (Oct 18, 202406:49 CDT)
Name: Chris Harder
Title: Water Department Director
Q.oavvupgn
ATTEST: FORt'9°0
�a
Pvo o=d
OPa* 000 *�
�. � .,s a°an aezA5a4a
By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Zone Industries
xsBy: �••�'
Name: Collin grnwn
Title: —ManaCar
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
5/uLta6 �3euuac�
By:
Name: Shatabya Bergland
Title: Contract Compliance Specialist
APPROVED AS TO FORM AND LEGALITY:
By:
9� cv
Name:
Jessika Williams
Title:
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 24-0706
Form 1295: 2024-1195953
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 12
City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
Contractor will provide grinder pumps, parts, and repair services on an "as needed basis" to ensure
commercial and residential sewage are pumped into slurry for transportation through a low-pressure
sewer system for the Water Department per the specifications listed below.
1.0 CONTRACTOR RESPONSIBILITIES
1.1 The Contractor shall have trained staff available to startup a pump, troubleshoot a
pumping assembly, and to train Fort Worth staff on the troubleshooting and repair of a
grinder pumping unit and its controls.
1.2 The Contractor shall be paid at hourly rate, based on the time the Contractor's employees
arrives on site to the time the employee departs the site to the nearest 1/4 hour.
2.0 RESIDENTIAL GRINDER PUMP REQUIREMENTS —
2.1 The replacement Residential Grinder Pumps shall be an Environmental One Extreme D
Series Pump or Barnes OGV or OGP Series Pump.
2.2 The Grinder Pump Basins, shall be ready for installation without modifications and shall
include the following:
2.2.1 The ability to pump commercial and residential sewage into slurry for
transportation through a low-pressure sewer system.
2.2.2 Have a minimum pressure rating for a grinder pump shutoff head of 70 pounds
per square inch (psi) and a flow rating at a minimum of 15 gallons per minute
(gpm) at 0 Pounds per square in gauge (PSIG), 11 gpm at 40 PSIG, and 7.8 gpm
at 80 PSIG.
2.2.3 Electric Motor shall be a National Electric Manufacturer's Association (NEMA)
design and rating, 240-volt, single phase, 1-2 horsepower (HP), include thermal
overload protection in windings, and include a manufacturer panel that is not
modified.
2.2.4 Quick connection fittings: The pumps shall quick disconnect from the discharge
piping and basin using factory fittings and grommets. No modification necessary.
Electrical fitting shall be a plug on the power cable that directly connects to the
City's power supply cable without modification.
2.2.5 Discharge: 1-1/4-inch (in.) diameter discharge with heavy-duty ball or flapper
type check valve
2.2.6 Mechanical components: Silicon carbide mechanical seal, grease or oil lubricated
bearings
2.2.7 Corrosion Protection: Stainless steel hardware and fasteners, stainless steel
discharge pipe assembly, pump body completely primed and painted
2.2.8 Electrical and Instrumentation: Level control (pressure or float) switch
Vendor Services Agreement Page 11 of 17
City Secretary Contract No.
2.2.9 Control Panel: contained in a NEMA four (4) junction box that includes circuit
breakers, audible and visual alarms, and dry alarm contacts
3.0 RESIDENTIAL GRINDER PUMP PART REQUIREMENTS
3.1 All parts supplied shall be of recent production, unused, and suitable for their intended
purpose.
3.2 The parts supplied must be the specified brand to ensure the part is compatible with the
pump, and does not void any existing warranties.
Item Description:
Brand: Environmental One
Part Number:
Control Bracket
1265
Motor end bearing
5035
Pump end bearing
5015
Mechanical Seal Assembly
1208
Pump Rotor
8008
Pump stator and liner
8203
On/Off Pressure Switch
7290
Alarm Pressure Switch
7291
Replacement EQD
1262
Replacement EQD
1263
Sentry simplex
9522
T260 with SODC 240v
1104
Item Description:
Brand: Barnes
Part Number:
Control Panel
116742
Pump OGP
119969
Pump OGV
119973
Automatic level control
119068
Vendor Services Agreement Page 12 of 17
City Secretary Contract No.
4.0 OPERATION AND MAINTENANCE MANUAL REQUIREMENTS
4.1 The Contractor shall provide one (1) electronic copy of the operation and maintenance
manual with the pump that includes the lubrication instructions, recommended spare
parts, bearing information, and a troubleshooting guide.
5.0 WARRANTY REQUIREMENTS
5.1 The Contractor shall provide a 3-year warranty on each replacement grinder pump
supplied to the City beginning three months from the date of shipping or the date of
installation, whichever comes first.
5.2 The warranty shall fully compensate for labor, travel expenses, and materials to address
the warranty repair.
6.0 CITY RESPONSIBILITIES
6.1 Grinder pump installations shall be performed by Water Department staff in accordance
with manufacturer's recommendations, instruction manuals, and industry best practices.
7.0 PERFORMANCE OF SERVICES & DELIVERY REQUIREMENTS
7.1 Products shall be delivered to the following locations:
7.1.1 Holly Water Treatment Plant, 1500 1 Vh Ave. Fort Worth, TX 76102
7.1.2 Village Creek Water Reclamation Facility, 4500 Wilma Ln. Arlington, TX
7.1.3 The delivery location will be specified on the Purchase Order provided by Water
Department staff.
7.2 The Contractor shall respond to calls and emails within two (2) hours if received during
normal business hours.
7.3 Scheduled services shall be performed between normal business hours: 7:00 a.m. to 4:00
p.m., Monday through Friday.
7.3.1 Upon written notification by the City, the Contractor shall mobilize and initiate
work at the designated work site within one (1) business day from notification.
7.4 In the case of an emergency, upon verbal notification by the City, the Contractor shall
mobilize and initiate work at the designated work site within four (4) hours from
notification.
7.5 The Contractor may be asked to perform services on a City -observed holiday only in the
case of an emergency. The Contractor will be compensated at the overtime rate for on -
site repair and diagnosis services based on the time the Contractor's employees arrives on
site to the time the employee departs the site to the nearest'/4 hour.
7.5.1 City -observed Holidays
7.5.1.1 New Year's Day
7.5.1.2 Martin Luther King Jr. Day
Vendor Services Agreement Page 13 of 17
City Secretary Contract No.
7.5.1.3 M morial Day
7.5.1.4 Juneteenth
7.5.1.5 July 4`h
7.5.1.6 Labor Day
7.5.1.7 Thanksgiving Thursday and the following Friday
7.5.1.8 Christmas Day
8.0 INVOICE AND PAYMENTS
8.1 Registration:
Contractor is required to register for direct deposit payments prior to providing goods
and/or services using the forms posted on the City's website at
httus://www.fortworthtexas.gov/departments/finance/purchasing/register
8.2 Invoice:
Contractor will send invoices electronically to our centralized Accounts Payable
department invoice email address: supplierinvoicesna,fortworthtexas.gov. This email
address is not monitored so please do not send correspondence to this email address. The
sole purpose of the supplier invoices email address is to receipt and process supplier
invoices.
Please include the following on the subject line of your e-mail: vendor name, invoice
number, and PO number, separated by an underscore (ex: Example,
Inc._ 123456_FW013-0000001234)
To ensure the system can successfully process your invoice in an expedient manner,
please adhere to the following requirements:
i. All invoices must be either a PDF or TIFF format.
ii. Image quality must be at least 300 DPI (dots per inch).
iii. Invoices must be sent as an attachment (i.e. no invoice in the body of the email).
iv. One invoice per attachment (includes PDFs). Multiple attachments per email is
acceptable but each invoice must be a separate attachment.
V. Please do not send handwritten invoices or invoices that contain handwritten
notes.
vi. Dot matrix invoice format is not accepted.
vii. The invoice must contain the following information:
a. Supplier's Legal Name and Address;
b. Remit to Supplier Name and Address, if different;
c. Applicable City Department business unit# (i.e. FW013)
Vendor Services Agreement Page 14 of 17
City Secretary Contract No.
d. Complete City of Fort Worth PO number (i.e. the PO number must
contain all preceding zeros);
e. Invoice number;
f. Invoice date; and
viii. Invoices should be submitted after delivery of the goods or services.
To prevent invoice processing delays, please do not send invoices by mail and email and
please do not send the same invoice more than once by email to
suuulierinvoices(i�fortworthtexas.2ov. To check on the status of an invoice, please
contact the City Department ordering the goods/services or the Central Accounts Payable
Department by email at: ZZ FIN AccountsPavable(a fortworthtexas.2ov.
If you are unable to send your invoice as outlined above at this time, please send your
invoice to our centralized Accounts Payable department instead of directly to the
individual city department. This will allow the city staff to digitize the invoice for faster
processing.
If electronic invoicing is not possible, you may send your paper invoice to:
City of Fort Worth
Attn: FMS Central Accounts Payable
200 Texas Street
Fort Worth, Texas, 76102
The City's goal is to receive 100% of invoices electronically so that all supplier payments
are processed efficiently. To achieve this goal, we need the Contractor's support.
If Contractor has any questions, please contact the Accounts Payable team at (817) 392-
2451 or by email to ZZ FIN AccountsPavable(a,fortworthtexas.gov.
Contractor shall not include Federal, State of City sales tax in its invoices. City shall
furnish a tax exemption certificate upon Vendor's request.
8.3 Payment:
All payment terms shall be "Net 30 Days" unless specified in the bid.
9.0 UNIT PRICE ADJUSTMENT
Contractor may require that unit prices be adjusted for increases or decreases in cost during the
contract period using the following procedure:
i. Contractor must submit its price adjustment request in writing at least 30 days before the
requested effective period. Contractor will provide written proof of cost increases with
the price adjustment request.
ii. If the City concludes that the rate increase being requested is unacceptable, the City
reserves the right to adjust the rate request, or reject the rate request in its entirety and
allow the contract to expire at the end of the contract term. If the City elects not to
exercise the renewal option, the Purchasing Division reserves the right to issue a new
solicitation or procure the goods or services by any other allowable means.
Vendor Services Agreement Page 15 of 17
City Secretary Contract No.
iii. Prices bid shall remain firm for the term of the Agreement and shall include all associated
freight and delivery costs, unless otherwise specifically stated and agreed to by City.
iv. Upon expiration of the Agreement term, Contractor agrees to hold over under the same
terms and conditions of the executed Agreement for a reasonable period of time to allow
the city to re -bid an agreement, not to exceed ninety (90) days.
V. The provision of goods and/or services shall not be suspended by the Contractor except
as expressly allowed by the contract's terms and conditions.
Vendor Services Agreement Page 16 of 17
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
See next page.
Vendor Services Agreement Page 17 of 17
Responses
Success: All data is valid!
Status
Bid1No Bid
#
Its.
UOM
Quantity
Required Brand
and Part
Numeric
Unit Price
Text
Brand and Part
Total Cost
Decision
RFP 24-0221 Grinder Pumps, Parts, and Repair Services
Required
Uub.r
Number Offered
Success: All values provided
Bid
#1-1
On -Site Repair & Diagnostic Services, Regular
HR
50
N/A
$ 120,00
zone Ind
$ 6,000,00
Hours, Monday- Friday, 7AM4PM
On -Site Repair & Diagnostic Services, Overtime
Success: All values provided
Bid
#1-2
Hours, Monday- Friday, 4:01PM-6:59AM, all day
HR
50
NIA
$ 170.00
zone Ind
$ 8,500,00
Saturday and Sunday, and on City -observed
Holidays
Success: All values provided
Bid
#1-3
On -Site Training for City of Fort Worth Staff,
HR
24
N/A
$ 100.0o
Zone Ind
$ 2,400.00
Regular Hours, Monday- Friday, 7AM-4PM
Brand.
Success: All values provided
Bid
#1-4
Alarm Panel, M T260, Alternating, Time Base,
EA
5
Environmental
$ 938.00
-one SPCO919GO'
pppp
$ 4,92.00
n
Sentry
One Part
Number. 1104
Brand.
Success: All values provided
Bid
#1-5
Control Bracket
EA
5
Environmental
$ 270.97
Eons 1265
$ 1,354.85
One Part Number
1265
Brand.
Brand.
Success:
All values
provided
Bid
#1-6
Motor End Bearing
EA
5
Environmental
One Part
$ 90.03
Environmental
One, Part
$450.15
Number. 5035
Number. 5035
Brand.
Brand.
Success:
All values
provided
Bid
#1-7
Pump End Bearing
EA
5
Environmental
$4099
Environmental
$204.95
One Part Number
One, Part
5015
Number. 5015
Brand.
Brand.
Success:
All values
provided
Bid
#1-8
Mechanical Seal Assembly
EA
5
Environmental
$ 61 89
Environmental
$ 309.45
One Part Number
One, Part
1208
Number. 1208
Brand .
Brand.
Success:
All values
provided
Bid
#1-9
Pump Rotor
EA
5
Environmental
$ 201 09
Environmental
$ 1,005.45
One Part
One, Part
Number. 8008
Number. 8008
Brand.
Brand.
Success:
All values
provided
Bid
#1-10
Pump Stator and Liner
EA
5
Environmental
One Part Number
$9905
Environmental
One, Part
$495.25
8203
Number. 8203
Brand .
Brand.
Success:
All values
provided
Bid
#1-11
On & Off Pressure Switch
EA
5
Environmental
$ 7312
Environmental
$ 365.60
One Part Number
One, Part
7290
Number. 7290
Brand.
Brand.
Success:
All values
provided
Bid
#1-12
Alarm Pressure Switch
EA
5
Environmental
$ 7312
Environmental
$ 365.60
One Part Number
One, Part
7291
Number. 7291
Electrical Quick Disconnect (EQD) Assembly
Brand.
Brand.
Success:
All values
provided
Bid
#1-13
including insert, Supply Side, for Model:
EA
5
Environmental
$ 96.31
Environmental
$ 481.55
ND0036G01
one Part
Number. 1262
one, Part
Number. 1262
Electrical Quick Disconnect (EQD) Assembly
Brand.
Brand.
Success:
All values
provided
Bid
#1-14
including inert, Supply Side, for Model:
EA
5
Environmental
$ 13612
Environmental
$ 680.60
ND0037GOI
One Part Number
1263
One, Part
Number. 1263
Brand.
Brand.
Success:
All values
provided
Bid
#1-15
Sentry Simplex Panel
EA
5
Environmental
$ 263.31
Environmental
$ 1,316.55
One Part
Number. 9522
One, Part
Number. 9522
Brand.
Environmental
One Part
Success:
All values
provided
Bid
#1-16
Grinder Assembly Package, includes D200
EA
5
Numbers
$ 3,073.76
a multiple part num
$ 15,368.80
Pump, Warranty, 32' Cable, Sentry Control Panel
AO1AOl
D200A01A01AA,
ND0036GO6,
NA0043P13, and
SAlAO10BOAA
Brand.
Brand.
Equalizer Assembly, for Model: ND0034G01
Environmental
Environmental
Success:
All values
provided
Bid
#1-17
Extreme Series
EA
5
One Part
.
$ 10053
One, Part
$ 502.65
Number. 1290
Number. 1290
Brand.
Environmental
Brand.
Success:
All values
provided
Bid
#1-18
Cover Kit, Replacement Lid, D-series, Extreme
EA
5
One Part
$ 104.57
Environmental
$ 522.85
Number.
One
NCO 22GO5
Brand.
Cover Kit, Replacement Lid, Flood Plain with cut
Environmental
Brand.
Success:
All values
provided
Bid
#1-19
out for vent pipe
EA
5
One Part
Number.
$ 123.60
Environmental
One
$ 618.00
NC0022GO6
Brand.
Cover, Simplex, Standard, 2', Slip On &
Environmental
Brand.
Success:
All values
provided
Bid
#1-20
Accessway Assembly with Band clamp, Cover
EA
5
One Part
$ 760.00
Environmental
$ 3,800.00
shroud, no lid
Number.
One
NC0047GO1
Brand.
Cover, Simplex, Standard, 4', Slip On &
Environmental
Brand.
Success:
All values
provided
Bid
#1-21
Accessway Assembly with Band clamp, Cover
EA
5
One Part
$ 853.00
Environmental
$ 4,265.00
shroud, no lid
Number.
One
NC0047GO3
Bmnd. Buna-N
Brand. Buna-N
Success:
All values
provided
Bid
#1-22
Grommet, Top HSG/Discharge, Black
EA
5
Part Number.
$ 7.10
Part Number.
$ 35.50
PB0569POl
PB0569POl
Brand.
Grinder Pump Station, DT071-74, Tank only,
Environmental
Brand.
Success:
All values
provided
Bid
#1-23
polyethylene, 70-Gallon capacity
EA
5
One Part
Number.
$ 2,184.00
Environmental
One
$ 10,920.00
D001B11B10BF
Success: All values provided
Bid
#1-24 Lid, Basin, 30 inches, Fiberglass, No Vent Hole
Success: All values provided
Bid
#1-25 Valve Component, Blur Grommet, Stainless
Steel, Discharge
Not Bidding
No Bid
#1-26 Kit, Parts, 320TS Complete
Not Bidding
No Bid
#1-27 Kit, Valve/ Diaphragm
Not Bidding
No Bid
#1-28 Kit, Valve/ Diaphragm
Not Bidding
No Bid
#1-29 Kit, Diaphragm Repair Parts
Not Bidding
No Bid
#1-30 Pump, OGP Series
Not Bidding
No Bid
#1-31 Pump, OGV Series
Not Bidding
No Bid
#1-32 Control Panel
Not Bidding
No Bid
#1-33 Control Panel, Single Phase, with Plug, 115V
Not Bidding
No Bid
#1-34 Automatic Level Control
Not Bidding
No Bid
#1-35 Pump, Model: OGP2022L, PRSVALVE
Not Bidding
No Bid
#1-36 Level Controls, Model: ESPS-200, 15' Cord, C-
CHNL
Not Bidding
No Bid
#1-37 Control Box Panel, Stealth 0-202-22E
EA
EA
EA
EA
EA
EA
EA
EA
EA
EA
EA
EA
EA
EA
Brand.
5 Environmental $ 316.10 Eone $ 1,580.50
One Part Number
36012
Brand.
5 Environmental
$5.40 Part Num034ber. $27.00
One
Number. 6034
f .
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 08/27/24 M&C FILE NUMBER: M&C 24-0706
LOG NAME: 13P RFP 24-0221 GRINDER PUMPS, PARTS, AND REPAIR SRVS AW WATER
SUBJECT
(ALL) Authorize Execution of Non -Exclusive Agreements with Zone Industries, LLC and Pump Solutions, Inc. for Grinder Pumps, Parts, and Repair
Services for the Water Department in a Combined Annual Amount Up to $400,000.00 for the Initial Term and Authorize Four, One -Year Renewals
in the Same Amount
RECOMMENDATION:
It is recommended that the City Council authorize the execution of non-exclusive agreements with Zone Industries, LLC and Pump Solutions, Inc.
for grinder pumps, parts, and repair services for the Water Department in a combined annual amount up to $400,000.00 for the initial term and
authorize four, one-year renewals in the same amount.
DISCUSSION:
The Water Department approached the Purchasing Division for assistance in securing agreements for grinder pumps, parts, and repair
services used to pump wastewater from resident's homes into the wastewater system for processing. Purchasing issued a Request for Proposals
(RFP) consisting of detailed specifications regarding the pump and component requirements to ensure the proposed products are compatible
with the pumps currently in use, service requirements to ensure the vendor(s) have trained staff to diagnose and repair any issues with the pumps,
and warranty requirements to ensure the pumps are covered should any issues arise due to a defect in materials and/or factory workmanship.
The RFP was advertised in the Fort Worth Star -Telegram on June 5, 2024, June 12, 2024, June 19, 2024, and June 26, 2024. The City received
three responses. However, upon initial review, one proposer, Global Pump Solutions, did not meet the minimum criteria in order for their
proposal to be evaluated.
An evaluation panel consisting of representatives from the Water and Transportation and Public Works Departments reviewed and scored the
submittal using Best Value criteria. The individual scores were averaged for each of the criteria and the final scores are listed in the table below.
Proposer Evaluation Factors
a I b I c I d Total Score
lZone Industries, LLC 20.00I9.00I20.00140.00 89.00
LPump Solutions, Inc. 20.83I9.00I21.67I23.94 75.44
Best Value Criteria:
a. Contractor's timeframe to respond to regular and emergency service requests and perform the requested services
b. Contractor's availability of trained personnel to perform repair and diagnostic services
c. Contractor's qualifications, warranties, and references of a similar size
d. Cost of products and services
After evaluation, the panel concluded that Zone Industries, LLC and Pump Solutions, Inc. present the best value. Therefore, the panel recommends
that Council authorize non-exclusive agreements with Zone Industries, LLC and Pump Solutions, Inc. No guarantee was made that a specific
amount of services would be purchased. Staff certifies that the recommended vendors' proposals met specifications.
Funding is budgeted in the Other Contractual Services account within the Water & Sewer Fund for the Water Department
DVIN-BE: This solicitation was reviewed by The Business Equity Division for available business equity prospects according to the City's Business
Equity Ordinance. There were limited business equity opportunities available for the services/goods requested, therefore, no business equity goal
was established.
AGREEMENT TERMS: Upon City Council approval, the agreements shall begin upon execution and expire one year from that date.
RENEWAL TERMS: The agreements may be renewed for four (4) additional, one-year terms. This action does not require specific City Council
approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by
relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation, funds are available in the current operating budget, as
previously appropriated, and upon adoption of the Fiscal Year 2025 Budget by the City Council, funds will be available in the Fiscal Year
2025 Operating Budget, as appropriated, in the Water & Sewer Fund. Prior to an expenditure being incurred, the Water Department has the
responsibility to validate the availability of funds.
Submitted for Citv Manaaer's Office bv: Reginald Zeno
8517
Fernando Costa
6122
Oriainatina Business Unit Head: Reginald Zeno
8517
Christopher Harder
5020
Additional Information Contact: Jo Ann Gunn
8525
Alyssa Wilkerson
8357