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HomeMy WebLinkAboutContract 62284CSC No. 62284 FORT WORTHS 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 ALS Group USA Corp. ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services. Vendor will provide laboratory analytical services ("Services") on an as -needed basis for the City of Fort Worth Water Laboratory Services Central Laboratory Building, as set forth in more detail in Exhibit "A"— Scope of Services, attached hereto and incorporated herein for all purposes. 2. Term. This agreement begins on October 1, 2024 ("Effective Date") and expires on September 30, 2025 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal option(s) (each a "Renewal Term"). 3. Compensation. 3.1 Total annual compensation under this Agreement for the Initial Term will be an amount up to Six Hundred Thousand Dollars ($600,000.00). If the City exercises renewal options, the annual compensation will be an amount up to Six Hundred and Ninety Thousand Dollars ($690,000.00) for the First Renewal Term, Seven Hundred and Ninety -Three Thousand Five Hundred Dollars ($793,500.00) for the Second Renewal Term, Nine Hundred Twelve Thousand Five Hundred and Twenty -Five Dollars ($912,525.00) for the Third Renewal Term, and One Million Forty -Nine Thousand Four Hundred and Three Dollars ($1,049,403.00) for the Fourth Renewal Term. 3.2 The Vendor acknowledges that this is a non-exclusive agreement and there is no guarantee of any specific amount of purchase. Further, Vendor recognizes that the amounts stated above are the total amount of funds available, collectively, for any Vendor that enters into an agreement with the City under the relevant M&C or cooperative agreement and that once the full amount has been exhausted, whether individually or collectively, funds have therefore been exhausted under this Agreement as well. 3.3 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and the provisions of this Agreement, including Exhibit `B"— Payment Schedule, which is attached hereto and incorporated herein for all purposes. 3.4 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 OFFICIAL RECORD Vendor Services Agreement CITY SECRETARY Page 1 of 13 FT. WORTH, TX by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -Appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obliizations 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 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 records held or maintained for 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 to the Texas Attorney General. 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. Vendor Services Agreement Page 2 of 13 6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a co -employer or a joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, 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, REPRESENTATIVES, 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, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, 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, REPREENTATIVES, 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 ACTIONAGAINST CITY FOR INFRINGEMENT OFANYPA TENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF THE SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS Vendor Services Agreement Page 3 of 13 AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE OR PAY WILL NOT APPLYIF CITYMODIFIES 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 CITYAGREES TO COOPERATE WITH VENDOR INDOING SO. IN THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY WILL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTIONAND 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 MA TERIALL Y AD VERSEL Y 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 DOCUMENTATION WITH EQUALL Y SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee will 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, 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 Vendor Services Agreement Page 4 of 13 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 policie of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (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. Vendor Services Agreement Page 5 of 13 (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, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws. Ordinances. Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it 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 or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 To VENDOR: ALS Group USA Corp. Javier Robles, Environmental Southwest Manager 10450 Stancliff Rd., Suite 210 Houston, Texas 77099 Vendor Services Agreement Page 6 of 13 With copy to the Fort Worth City Attorney's Office at the same address 14. Solicitation of Emplovees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 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 parry'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 the notice section 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 Vendor Services Agreement Page 7 of 13 ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement, including the attached exhibits. 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. Entirety of Agreement. This Agreement, including the attached exhibits, contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or 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 will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 25. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor 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. 26. Immigration and 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. 27. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 28. 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 Vendor Services Agreement Page 8 of 13 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. 29. Change in Companv Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact 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 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 this Agreement. The terms "boycott Israel" and "company" have the meanings ascribed to those terms in Chapter 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. 31. Prohibition on Bovcotting Energv Companies. 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 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 that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 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. 32. Prohibition on Discrimination Against Firearm and Ammunition Industries. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. 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 that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor 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 this Agreement 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. 33. 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 Vendor Services Agreement Page 9 of 13 (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. (signature page follows) Vendor Services Agreement Page 10 of 13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: By: William Johnson (N v 10, 2024 11:19 CST) Name: William Johnson Title: Assistant City Manager Date: VENDOR: ALS Group USA Corp. By: Name: Javier Robles Title: Environmental Southwest Manager Date: November 6, 2024 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person /" responsible for the monitoring and administration CY, f /$ ff 6j Kdjif of this contract, including ensuring all performance By: Chris Harder (Nov 7, 2024 07:18 CST) and reporting requirements. Name Christopher Harder, P.E. Title: Water Department Director Attest: 4� FORr°na By. o°°°° ° °° �;%%aO Name: Pat Waniil"son,4 /y(/^�\l}'(\�`�° Title: Contract Services Administrator By: Name: Jannette S. Goodall Approved as to Form and Legality: Title: City Secretary Contract Authorization: By: M&C: 24-0863 Name: Jessika Williams Date M&C Approved: 10/15/2024 Title: Assistant City Attorney Form 1295: 2024-1180889 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 11 of 13 EXHIBIT A SCOPE OF SERVICES 1.0 SCOPE OF SERVICES 1.1 Vendor will provide Laboratory Analytical Services for the Water Department on an "as - needed" basis for work that the City of Fort Worth Water Department — Laboratory Division does not perform in-house in accordance with the description and specifications listed below. 2.0 LABORATORY ANALYTICAL SERVICES REQUIRMENTS 2.1 Standard Turn Around Time (TAT) for the City of Fort Worth laboratory analytical services is eleven (11) calendar dates from the time of arrival at the laboratory 2.2 Expedited TAT for the City of Fort Worth laboratory analytical services is five (5) calendar dates from the time of arrival at the laboratory 2.3 The timeframe and lab in which to submit samples will be decided on a case -by -case basis by the department contract manager. Vendor must be available for emergency service, at no additional cost to the City, upon a 24-hour notification to the Vendor. 2.4 All samples will be analyzed using the U.S. Environmental Protection Agency (EPA) and/or Texas Commission on Environmental Quality (TCEQ) approved methods and procedures. In addition, testing must comply with drinking water regulations 40 CFR 141 and wastewater regulations 40 CFR 136. 2.5 The work performed under these specifications shall meet or exceed the current (as of the date of analysis) federal, state and local requirements for the analysis of water and wastewater samples. The Vendor shall be accredited by The NELAC Institute (TNI) and abide by all quality systems standards. The Vendor shall be accredited to the National Environmental Laboratory Accreditation Program (NELAP) and/or the State of Texas. 2.6 Test Methods shall be sensitive enough to detect the contaminants at the Minimum Analytical Level (MAL) 2.7 All analytical data prepared by the Vendor shall comply with the quality assurance procedures and quality control requirements according to applicable NELAC Institute (TNI) quality systems standards, and/or federal or state regulatory requirements, and appropriate documentation provided to City personnel. City of Fort Worth personnel will collect all samples affected under this specification unless otherwise contracted. City will provide all samples for testing 2.8 Vendor must notify the Department Contract Manager or designee in writing within 30 calendar days of any changes on the methods and procedures set by the regulatory agencies. The Department Contract Manager or designee shall have the right to approve or disapprove any and all changes. 2.9 Vendor is responsible and liable for the safety, injury and health of its working personnel while its contract workers are on City property. Vendor Services Agreement Page 12 of 13 2.10 City approved chain -of -custody protocols and forms will be utilized in the transfer of all samples. 2.11 The proper disposal of all samples will be the responsibility of the Vendor. Understand that services that are determined to be out of compliance with methods and procedures or not meeting bid specifications shall be picked up Vendor and replaced by the City, at no cost to the City. 2.12 All appropriate sample containers and materials are to be delivered between normal business hours 8:00 a.m. to 4:00 p.m., Monday through Friday. The Vendor will provide, at no additional cost to the City, all appropriate sample containers and preservatives in a returnable shipping container including instructions for sample handling, ice -packs and appropriate packing material to: Laboratory Services Central Laboratory Building 2600 SE Loop 820 Fort Worth, TX 76140 Or other designated City locations(s) as defined by the Contract Manager. 2.13 The Vendor will provide sample pickup at the Central Laboratory Building, 2600 S.E. Loop 820, Fort Worth, Texas 76140 or other designated City location(s) during regular hours from 8:00 a.m. to 4:00 p.m., Mondays through Fridays 2.14 Vendor will not deliver orders on City observed holidays, unless approved by the Contract Manager. The City of Fort Worth observed holidays are as follows: 2.14.1 New Year's 2.14.2 Martin Luther King 2.14.3 Memorial Day 2.14.4 Juneteenth 2.14.5 July 4th 2.14.6 Labor Day 2.14.7 Thanksgiving Thursday and the following Friday 2.14.8 Christmas Vendor Services Agreement Page 13 of 13 EXHIBIT B PAYMENT SCHEDULE ALS Group USA Corp Success: All data is valid[ Project Ref# 24-0198; Laboratory Analytical Services Numeric I Numeric I Numeric I Numeric I Numeric Not Bidding No Bid #1-1 Volatile Organic Compounds (Pharmaceutical) - EPA 1666 50 EA Drinking Water/Wastewater/Solid #1-2 Volatile Organic Compounds (Pharmaceutical) EA Not Bidding No Bid EPA 1671 50 Amines - Drinking Water/Wastewater/Solid EPA 1671 EA Not Bidding No Bid #1-3 Volatile Organic Compounds (Pharmaceutical) 50 #1-4 Glycol ether - Drinking Water/Wastewater/Solid Pharmaceutical Acetates Exp - Drinking Water/ Wastewater/Solid EPA 1666A MM Not Bidding N Bid 50 EA Success: All values provided Bid Amenable Cyanide - Wastewater SM4500CN G- 25 EA $ 48.00 $ 60.00 $ 72.00 $ 84.00 $ 96.00 $ 1,200.00 #1-5 2016 Success: All values provided Bid 1 #1-6 Total Cyanide -Wastewater SM4500-CN E- 25 EA $ 36.00 $ 45.00 $ 54.00 $ 63.00 $ 72.00 $ 900.00 2016 Success: All values provided Bid #1-7 Cyanide after Chlorination Wastewater SM4500CN G- 25 EA $ 36.00 $ 45.00 $ 54.00 $ 63.00 $ 72.00 $ 900.00 2016 Not Bidding No Bid #1-8 Nonyl Phenol -Wastewater ASTM D7065-11 EPA 604.1 25 25 EA EA $ 119.00 $ 148.75 $ 178.50 $ 208.25 $ 238.00 $ 2,975.00 Success: All v #1-9 Hexachlorophene - Wastewater Not Bidding No Bid #1-10 Carbamates (carbaryl, diuron) -Wastewater EPA 632 25 EA Success: All values provided Bid #1-11 Chlorinated Herbicides [2,4-D; 2,4,5-TP (SIIVeX)] EPA 615 25 EA $ 139.00 $ 173.75 $ 208.50 $ 243.25 $ 278.00 $ 3,475.00 Wastewater Success: All values provided Bid #1-12 PFAS Testing - Wastewater/Solid EPA Method 1000 EA $ 360.00 $ 450.00 $ 540.00 $ 630.00 $ 720.00 $ 360,000.00 1633 Success: All values provided Bid #1-13 Hexavalent Chromium - Wastewater SM3500 CR B 10 EA $ 32.00 $ 40.00 $ 48.00 $ 56.00 $ 64.00 $ 320.00 SM3500 CR 10 EA $ 15.00 $ 18.75 $ 22.50 $ 26.25 $ 30.00 $ 150.00 Success: All values provided Bid #1-14 Trivalent Chromium - Wastewater SM10200 H 150 EA $ 125.00 $ 137.50 $ 187.50 $ 218.75 $ 250.00 $ 18,750.00 Success: All values provided Bid #1-15 Chlorophyll -a -Wastewater Success: All values provided Bid #1-16 Individual Metals - Drinking EPA 200.7 100 EA $ 10.00 $ 12.50 $ 15.00 $ 17.50 $ 20.00 $ 1,000.00 W ater/ W astewater/Solid EPA 200.7/200.8 100 EA $ 10.00 $ 12.50 $ 15.00 $ 17.50 $ 20.00 $ 1,000.00 Success: All values provided Bid #1-17 Prep, Metals Digestion per sample - Drinking Water/Wastewater/Sol id Not Bidding No E Not Bidding No E Not Bidding No E Not Bidding No E Not Bidding No E Not Bidding No E Not Bidding No E Success: All values provided Bii Success: All values provided Bii Success: All values provided Bii Success: All values provided Bii Success: All values provided Bii Success: All values provided Big Success: All values provided Big Success: All values provided Bii Success: All values provided Bk Success: All values provided Big Success: All values provided Bii Success: All values provided Bii Success: All values provided Bii ,id #1-18 Radium-226 - Drinking Water/Wastewater EPA 903.0 I 10 EA yid #1-19 Radium-228 - Drinking Water/Wastewater EPA 904.0 10 EA Id #1-20 Gross Alpha, Gross Beta Radioactivity - Drinking Water/Wastewater EPA 900.0 10 EA yid #1-21 Metals, Uranium - Drinking Water/Wastewater EPA 200.8 I 10 5 EA EA lid #1-22 Asbestos - Drinking Water/Wastewater 100.2 yid #1-23 State Compounds EPA525.2 I 5 EA A #1-24 Sieve, Particle Size - Wastewater/Solid ASTMD4464 50 EA #1-25 Dioxin - Wastewater/Solids EPA 1613B ' 5 EA $ 522.00 $ 1,044.00 $ 1,044.00 $ 1,044.00 $ 1,044.00 $ 2,610.00 1 #1-26 PFAS Testing - Drinking Water EPA 533 I 20 EA $ 225.00 $ 337.50 $ 450.00 $ 675.00 I $ 900.00 $ 4,500.00 1 #1-27 PFAS Testing - Drinking Water EPA 537 I 20 EA I $ 225.00 $ 337.50 I $ 450.00 $ 675.00 I $ 900.00 $ 4,500.00 I #1-28 Metals (Arsenic, Cadmium, Chromium, Copper, Lead, Nickel, Silver & Zinc) - Wastewater/Solid EPA 6010, 6020 20 EA $ 57.00 $ 71.25 $ 85.50 $ 99.75 $ 114.00 $ 1,140.00 1 #1-29 Mercury - Wastewater/Solid EPA 1471 B 20 EA $ 28.00 $ 35.00 $ 42.00 $ 49.00 $ 56.00 $ 560.00 I #1-30 Biochemical Oxygen Demand (BOD) - Wastewater/Solid SM5210 20 EA $ 36.00 $ 45.00 $ 45.00 $ 45.00 $ 45.00 $ 720.00 #1 31 Total Suspended Solids (TSS) - Wastewater/Solid SM2540D 20 EA I $ 15.00 $ 18.75 $ 22.50 $ 26.25 $ 30.00 $ 300.00 1 #1-32 Oil and Grease - Wastewater/Solid EPA 9071B/16(A 20 EA $ 51.00 $ 63.75 I $ 76.50 $ 89.25 $ 105.00 $ 1,020.00 1 #1-33 Oil and Grease - Wastewater/Solid EPA 9071 B/1664 20 EA $ 51.00 $ 63.75 $ 76.50 $ 89.25 $ 102.00 $ 1,020.00 r 1 #1-34 COD - Wastewater/Solid HACH8000 20 EA I $ 31.00 $ 38.75 $ 46.50 $ 54.25 $ 62.00 $ 620.00 #1-35 Individual Metals - Drinking Water/Wastewater/Solid* EPA200.8 100 EA $20.00 $25.00 $30.00 $35.00 $40.00 $2,000.00 $ 100.50 $ 117.25 I $ 134.00 $ 3,350.00 I #1-36 Volatile organic Compounds - Wastewater* EPA 624.1 50 EA $ 67.00 $ 83.75 ■ #1-37 Semivolatile Organic Compounds - Wastewater* EPA 625.1 50 EA $ 119.00 $ 148.75 $ 178.50 $ 208.25 $ 238.00 $ 5,950.00 PCP's rOroanorhlnrine Pesfirides & PCB'M - Success: All values provided Bid #1-38 Wastewater* - .n * .n -.- I ''""' * , Success: All values provided Bid #1-39 Cyanide - Wastewater* EPA 335.4 20 EA $ 36.00 $ 45.00 $ 54.00 Not Bidding No Bid #1-40 Bromate - Drinking Water* EPA 300.1 20 EA Not Bidding No Bid #1-41 Bromide - Drinking Water* EPA 300.1 20 EA Not Bidding No Bid #1-42 Adsorbable Organic Fluorine (AOF) - Aqueous EPA 1621 50 EA MW Basket Total $ 63.00 $ 72.00 $ 720.00 $ 427,580.00 $ 427,580.00 CITY COUNCIL AGENDA Create New From This M&C Official site of the City of Fort Worth, Texas FoR_ T�H REFERENCE **M&C 24- 13P RFP 24-0198 LAB DATE: 10/15/2024 NO.: 0863 LOG NAME: ANALYTICAL SERVICES AO WATER CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize Execution of Non -Exclusive Agreements with A&B Environmental Services, Inc. dba A&B Laboratories, ALS Group USA Corp, Eurofins Environment Testing South Central, LLC, and Southern Petroleum Laboratories, Inc to Provide Laboratory Analytical Services at Testing Facilities for the Water Department in an Estimated Combined Annual Amount Up to $600,000.00 for the Initial Term and Authorize Four One - Year Renewals in Amounts Up to $690,000.00 for the First Renewal, $793,500.00 for the Second Renewal, $912,525.00 for the Third Renewal, and $1,049,403.00 for the Fourth Renewal RECOMMENDATION: It is recommended that the City Council authorize the execution of non-exclusive agreements with A&B Environmental Services, Inc. dba A&B Laboratories, Inc., ALS Group USA Corp, Eurofins Environment Testing South Central, LLC, and Southern Petroleum Laboratories, Inc to provide laboratory analytical services at testing facilities for the Water Department in an estimated combined annual amount up to $600,000.00 for the initial term and authorize four one-year renewals in amounts up to $690,000.00 for the first renewal, $793,500.00 for the second renewal, $912,525.00 for the third renewal, and $1,049,403.00 for the fourth renewal. DISCUSSION: The purpose of this M&C is to authorize the execution of agreements to provide laboratory analytical services at testing facilities throughout the City of Fort Worth water treatment plants. Purchasing issued Request for Proposal (RFP) 24-0198 consisting of detailed specifications regarding equipment, service, and delivery requirements. The RFP was advertised in the Fort Worth Star -Telegram on May 8, 2024, May 15, 2024, and May 22, 2024. The City received four responses. An evaluation panel consisting of representatives from the Water and Police 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 b c d Total Score A&B Environmental Services, Inc dba 40 15 15 1585 A&B Laboratories ALS Group 39.67 12 13.5 1479.70 Eurofins Environment Testing 32.27 16 15 1578.27 SPL Laboratories 24.65 15.5 15.5 1570.65 Best Value Criteria: a. Contractor's cost of services b. Contractor's qualifications and availability of testing facilities c. Contractor's timeframe for services to be completed d. Contractor's ability to meet the City's needs After evaluation, the panel concluded a multi -award was necessary to ensure availability and capacity for the needed services and that A&B Environmental Services Inc. dba A&B Laboratories, ALS Laboratory Group, Eurofins Environment Testing South Central, LLC, and Southern Petroleum Laboratories present the best value. Therefore, the panel recommends that Council authorize non-exclusive agreements with A&B Environmental Services dba A&B Laboratories, ALS Laboratory Group, Eurofins Environment Testing South Central, LLC, and Southern Petroleum Laboratories. No guarantee was made that a specific amount of services would be purchased. Staff certifies that the recommended vendors' bids met specifications. The Environmental Protection Agency (EPA) final rule mandates increase in testing for public water systems and exact testing levels cannot be ascertained in advanced. To help prevent capacity issues, staff recommends the total compensation for each annual renewal term be increased by 15 \% to ensure the City is able to meet demand. The estimated collective total compensation of the contracts shall be an amount up to $600,000.00 for the initial term, $690,000.00 for the first renewal, $793,500.00 for the second renewal, $912,525.00 for the third renewal, and $1,049,403.00 for the fourth renewal. However, it is possible that testing requirements may exceed these amounts. Approval of this M&C in the initial amounts listed above is not intended to create a contractual cap; in the event testing requirements exceed the capacity authorized through this M&C, including any administrative increase capacity, this M&C authorizes staff to bring back subsequent M&Cs in the amounts needed to meet testing demand. While these figures represent the collective maximum amount allowed under these agreements for each term, the actual amount used will be based on the department's needs and available budget. Funding is budgeted in the Contract -Lab Analysis 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 will begin upon execution on October 1, 2024 and expire one year from that date on September 30, 2025. 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 in the Water & Sewer Fund. Prior to an expenditure being incurred, the Water Department has the responsibility to validate the availability of funds. BQN\\ TO Fund Department Account ' Project ID ID FROM Fund Department Account Project ID ID Submitted for City Manager's Office by_ Program Activity Budget Reference # Amount Year (Chartfield 2) Program Activity Budget I Reference # Amount Year (Chartfield 2) Reginald Zeno (8517) Fernando Costa (6122) Originating Department Head: Additional Information Contact: Reginald Zeno (8517) Christopher Harder (5020) Jo Ann Gunn (8525) Aiyanna Owens (8317) ATTACHMENTS 1. FWLab Communication FY2025 Budaet Load.pdf (CFW Internal) 1295 Fort Worth SPL.pdf (CFW Internal) ABLABS 1295.pdf (CFW Internal) Approved Waiver Request - Laboratory Analvtical Services.pdf (CFW Internal) Contract Lab FIDS table 2024.xlsx (CFW Internal) Eurofins 1295.pdf (CFW Internal) Form 1295 Certificate ALS.pdf (CFW Internal) SAM Report ALS Group.pdf (CFW Internal) SAM Report- A&BEnvironmental. pdf (CFW Internal) SAM Report- Eurofins.pdf (CFW Internal) SAM-Southern Petroleum. pdf (CFW Internal) SOS A&B.pdf (CFW Internal) SOS ALS.pdf (CFW Internal) SOS Eurofins Environment.pdf (CFW Internal) SOS -Southern Petroleum. pdf (CFW Internal) CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number: of business. 2024-1180889 ALS Group USA, Corp. Houston, TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 06/26/2024 being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. RFP 24-0198 Lab Analytical Services Nature of interest 4 Name of Interested Party City, State, Country (place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. ❑ X 6 UNSWORN DECLARATION My name is Sonia West My address is 10450 Stancliff Rd, Suite 210 Houston (street) (city) I declare under penalty of perjury that the foregoing is true and correct. Executed in Harris County, State of Texas , and my date of birth is July 15, 1966 TX 77099 USA (state) (zip code) (country) on the 26 day of June 20 24 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V4.1.0.d378abaC