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HomeMy WebLinkAboutContract 62346Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 City Secretary Contract No. 62346 FOR"I T WORTH, 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 PRIME CONTROLS, L.P. ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties." 1. Scone of Services. Vendor will provide City with Programmable Logic Controller (PLC) panel components and systems integration services ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. The initial term of this Agreement is for one year(s), beginning on the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date") and expires one year from that date ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal option(s) (each a "Renewal Term"). 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total annual compensation under this Agreement will not exceed Six Million Dollars ($6,000,000.00). 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 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 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. 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 -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. OFFICIAL RECORD Vendor Services Agreement CITY SECRETARY page 1 of 12 FT. WORTH, TX Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 City Secretary Contract No. 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 party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Indeuendent 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 Vendor Services Agreement Page 2 of 12 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 City Secretary Contract No. 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. Liability 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 AGAINST ANYAND ALL CLAIMS OR LAWSUITS OF ANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDINGALLEGED 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 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 Vendor Services Agreement Page 3 of 12 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 City Secretary Contract No. 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 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. Vendor Services Agreement Page 4 of 12 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 City Secretary Contract No. (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 Reauirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. Vendor Services Agreement Page 5 of 12 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 City Secretary Contract No. (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. Comuliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 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: Prime Controls, L.P. Jace McNiel, President & General Partner 1725 Lakepointe Drive Lewisville, TX 75057 Facsimile: 14. Solicitation of Emulovees. 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. Vendor Services Agreement Page 6 of 12 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 City Secretary Contract No. 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 party will not be employed in the interpretation of this Agreement or its 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. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's Vendor Services Agreement Page 7 of 12 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 City Secretary Contract No. 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. 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. 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 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 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 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" Vendor Services Agreement Page 8 of 12 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 City Secretary Contract No. 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, 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 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 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, 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 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 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) Vendor Services Agreement Page 9 of 12 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: NameWiP&Rawbese6MVilf :29Coilnson Title: Assistant City Manager Date: APPROVAL RECOMMENDED: By: C%fl5-f 00kiel Ha rdef' Nam&h( ripffl der (Nov 20, 2024 06:24 CST) Title: Water Director 4aoo�nnn� ATTEST: p�� i tt4l6.0�a �o Ovo °=d ova* o0 •}Co'000*�d By: Name: rnnette Goodall Title: City Secretary VENDOR: Prime Controls, L.P. L�RRRRARFW'.. d by: BY Name: Jace McNiel 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. By: Q 'r'j . , Nam&Sftkabl�ar aipglWjjV 19, 2024 17:54 CST) Title: Contract Compliance Specialist APPROVED AS TO FORM AND LEGALITY: By: U)dg;2 Name essika Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 24-0702 Form 1295: 2024-1195271 05-Nov-2024 1 6:19 PM CST Title: President and General Partner OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 12 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES See next page. Vendor Services Agreement Page 11 of 12 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 SCOPE OF SERVICES Vendor will provide Programmable Logic Controller (PLC) Control Panel Components and Control Systems Integration Services, as well as, the maintenance and service of the PLC Control Panels within the Water Department on an "as needed basis". 1.0 VENDOR RESPONSIBILITIES — Vendor will: 1.1 Provide the services of specialized personnel that meet all the qualifications of a Process Control Systems Integrator (PCSI) who shall perform all work necessary to select, furnish, configure, customize, install, connect, calibrate devices to PLC control panels, and ensure they are maintained and operating optimally following the installation. This includes the development of function block programming within the PLC controllers, programming HMI software applications, and place into operation all process control system instrumentation hardware. 1.2 Be capable of performing all tasks without the assistance of City personnel. 1.3 Coordinate with Water Department staff for all scheduling, installation, startup, and maintenance services. 1.4 Provide an estimate for repair in writing before proceeding with any repair work. The estimate shall be provided to the City in a timely manner. 1.5 Provide an estimate for replacement of the equipment, in lieu of repair, upon request. 1.6 Ensure work assignments are authorized by the Water Department designee before beginning to work. 1.7 Ensure the driver and all employees arriving at Water Department locations have a valid identification card. The driver must have a valid driver's license, and all other employees must have at least a state - issued ID. 1.8 Be a member of the International Society of Automation (ISA) and shall employ CCST certified technicians. ISA Membership and CCST certification information shall be provided upon request. Page 1 of 18 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 1.9 Be fully responsible for the safety of his workers and shall provide the minimum described safety equipment as required by Occupational Safety and Health Administration (OSHA). It is the responsibility of Vendor to become familiar with the provisions of regulations published by OSHA in the Federal Register; to perform all of the responsibilities thereunder, and to indemnify and save harmless the City of Fort Worth from any penalties resulting from Vendor's failure to perform. 2.0 PERSONNEL AND SERVICE REQUIREMENTS 2.1 Services shall include the maintenance and upgrade of computer - controlled systems and the devices associated to the control panels for water treatment plant control systems. 2.2 The network architecture includes; Servers, computers, network switches & routers on the network, Graphical user interfaces for using HMI software, Programming code development for PLC and integration of all existing field devices, and other communication equipment with the City of Fort Worth Water Treatment Plant control systems. 2.3 Due to the wide range of work to be performed within this contract, compensation will be broken down into hourly rates for the various employee classifications. 2.4 The unit price for hourly rates shall be full compensation for all salaries, benefits, transportation costs, overhead, and profits. No compensation will be provided for tools and testing equipment necessary to perform work. 2.5 All PLC programming and HMI configuration shall be done in accordance with the owner's current implementation conventions. 2.6 The PCSI Superintendent shall be an experienced employee whom oversees every step of the construction process from planning to completion. 2.7 Services shall include; 2.7.1 PLC & HMI Programming Services (Server, Client, Touch Screen Interfaces) Page 2 of 18 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 2.7.2 IT Network Configuration Services 2.7.3 AutoCAD Labor Services 2.7.4 SQL Database Management Services 2.7.5 Visual Basic Programming Services 2.7.6 PLC Control Panel Fabrication Services 2.7.7 PLC Control Panel Installation Services 2.8 PLC & HMI Programming Services 2.8.1 Personnel: 2.8.1.1 Automation Technician: Entry-level employee whom repairs and maintains programs in computer -controlled systems within industrial facilities 2.8.1.2 Automation Specialist: Experienced employee whom repairs and maintains programs in computer -controlled systems within industrial facilities 2.8.2 Service Description: Vendor shall be capable of programming all graphical user interfaces using HMI software. Programming code development for PLC using software, and integration of all existing field devices; and other communication equipment with the City of Fort Worth Water Treatment Plant control systems. They will also be responsible for performing PLC troubleshooting and startup services. 2.9 IT Networking Configuration Services 2.9.1 Personnel: 2.9.1.1 IT Support Analyst: Experienced employee whom maintains IT systems within industrial facilities 2.9.1.2 IT Network Analyst: Experienced employee whom maintains IT networking systems within industrial facilities 2.9.2 Service Description: Vendor shall be capable of all other PLC IT programming, configuration, and integration, including, but Page 3 of 18 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 not limited to, loading of software for process devices, Ethernet configuration, and network communications. 2.10 AutoCAD Labor Services 2.10.1 Personnel: 2.10.1.1 Drafter Designer/Technician: Experienced employee whom creates CAD drawings with accuracy 2.10.2 Service Description: 2.10.2.1 Vendor shall provide specialized personnel that meet all qualifications for the AutoCAD application. 2.10.2.2 Specific CAD services will be used to document the PLC panel layouts, plans, sections, details, etc. 2.10.2.3 The PLC plan shall include all I/O, database references, point of origin or destination, and PLC system internal address. All I/O associated with an 1/0 card shall be shown on a single sheet. Each field device shall be identified by instrument tag, loop number, and instrument range (if applicable). Vendor shall provide panel wiring diagrams depicting wiring within and on the panel as well as connections to external devices. Equipment external to the control panel and related external connections do not need to be shown on the Panel Wiring Diagrams. Panel wiring diagrams shall include power and signal connections, UPS and normal power sources, all panel ancillary equipment, protective devices, wiring and wire numbers, and terminal blocks and numbering. 2.10.2.4 Field device wiring shall include the device ISA-tag and a unique numeric identifier. 2.10.2.5 The diagrams shall identify all device terminal points that the system connects to, including terminal points where I/O wiring lands on equipment not supplied by the PCSI. 2.10.2.6 I/O wiring shall be numbered with rack number, slot Page 4 of 18 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 number, and point number. 2.10.2.7 Two -wire and four -wire equipment shall be clearly identified, and power sources noted. 2.10.2.8 Panel drawings shall be 11" x 17" minimum in size. 2.11 SQL Database Management Services 2.11.1 Personnel: 2.11.1.1 SQL Database Administrator: Experienced employee whom maintains configuration and maintenance of SQL databases 2.11.2 Service Description: Configuration, management, and troubleshooting of SQL databases. 2.12 Visual Basic Programming Services 2.12.1 Personnel: 2.12.1.1 Visual Basic Developer: Experienced employee whom modifies Human Machine Interface displays using Visual Basic 2.12.2 Service Description: Able to program in language to include, but not limited to, C++, Python, and Structure Texts. 2.13 PLC Control Panel Fabrication Services 2.13.1 Personnel: 2.13.1.1 Panel Production Technician: Experienced employee whom assembles control panels 2.13.1.2 Panel Designer: Experienced employee whom determines location to mount PLC and components to control panels 2.13.2 Service Description: Be able to fabricate and manufacture custom PLC control panels as needed to install within the facilities. Panels shall be custom fabricated, assembled, installed and placed in proper operating condition. Page 5 of 18 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 2.13.3 All material, equipment, labor, and services shall be provided in a timely matter to be prepared for seasonal flow fluctuations. 2.13.3.1 Control panels shall be furnished with wiring diagrams which clearly show terminal numbers and wire numbers as they actually are in the instrumentation system. 2.13.3.2 Instrument panel wiring shall be such that each wire installed has its own number designation at each end and such that no number is repeated. 2.13.3.3 Provide equipment components and devices shall be UL labeled wherever UL standards exist for such equipment. 2.13.3.4 The completed control panel shall be UL Labeled in accordance with UL 508, 508A or UL 698A, whichever is the applicable UL standard for the installed location of the panel where indicated on the drawings. 2.13.3.5 A UL label shall be affixed to the inside of the external door by the panel fabrication assembly. 2.14 PLC Controls Panel Installation Services 2.14.1 Personnel: 2.14.1.1 Instrumentation & Electrical (IE) Technician: Entry employee whom installs programs, & troubleshoots electrical and instrumentation related to computer - controlled systems 2.14.1.2 Senior IE Technician: Experienced employee whom installs programs, & troubleshoots electrical and instrumentation related to computer -controlled systems 2.14.1.3 IE Supervisor: Experienced employee whom oversees IE technicians working on equipment related to computer -controlled systems 2.14.2 Service Description: Page 6 of 18 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 2.14.2.1 Provide the services of work that shall include making connections, including field connections and interfacing between instrumentation, PLC controllers, control devices, control panels and instrumentation furnished. 2.14.2.2 The PCSI shall coordinate the sequence of complete PLC panel removal along with all related equipment and components to ensure the plants remain operable in each area and there is no disruption of services. 2.14.2.3 The PCSI shall provide all auxiliary and accessory devices necessary for system operation or performance to interface with existing equipment. System design shall allow for removing individual devices from service without disruption or process. 3.0 MATERIAL REQUIREMENTS 3.1 The PCSI shall be capable of providing all necessary hardware to custom fabricate control panels, including Schneider Electric Modicon and Allen-Bradley PLC components, or approved equivalent products. This also includes the touch screen operator interface panels (OIT) and all other electrical components to produce a functioning control panel. 3.2 Any materials, equipment, components and supplies required for repairs and/or replacement of City equipment may be requested/ordered from Vendor. Vendor will be compensated for these materials at the unit price shown in Exhibit `B." 3.3 Unless otherwise approved by the City, all materials, components, and equipment must be new. 3.4 A copy of the invoice price for materials, equipment, components, and supplies from the manufacturer shall accompany the invoice to the City. 3.5 The products available for ordering shall include, but are not limited to: 3.5.1 Schneider Electric Modicon PLC Components Page 7 of 18 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 3.5.2 Allen Bradley PLC Components 3.5.3 Schneider Electric Touch Screen Operator Interface 3.5.3.1 Touch Screen Monitor — HMIDT732 3.5.3.2 Touch Screen CPU — HMIG3U 3.5.4 Hoffman Enclosures 3.5.4.1 A72H3724FS3PT 3.5.4.2 A726024ULPG 3.5.4.3 A727224ULPG 3.5.4.4 A722424SSFSN4 3.5.4.5 A723636SSFSN4 3.5.4.6 A726024SSFSN4 3.5.4.7 A724824SSFSD 3.5.4.8 A722424FSDAG 3.5.4.9 A722424SSFSDAN4 3.5.4.10 A723636SSFSDAN4 3.5.4.11 A726024SSFSDADN4 3.5.5 Enclosure Lighting, LED 3.5.5.1 Hoffman- LEDA1 S35 3.5.6 DC Power Supply 3.5.6.1 Phoenix Contact QUINT4-PS/lAC/24DC/10 3.5.6.2 Phoenix Contact QUINT4-PS/lAC/24DC/20 3.5.6.3 Phoenix Contact QUINT4-PS/lAC/24DC/40 3.5.6.4 Phoenix Contact QUINT4-UPS/24DC/24DC/5 3.5.6.5 Phoenix Contact QUINT4-UPS/24DC/24DC/10 3.5.6.6 Phoenix Contact QUINT4-UPS/24DC/24DC/20 3.5.6.7 Phoenix Contact UPS-BAT/LI-ION/24DC/120WH Page 8 of 18 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 3.5.6.8 Phoenix Contact UPS-BAT/LI-ION/24DC/924WH 3.5.6.9 Phoenix Contact QUINT4-UP/24DC/5 3.5.6.10 Phoenix Contact QUINT4-UP/24DC/10 3.5.6.11 Phoenix Contact QUINT4-UP/24DC/20 3.5.7 UPS 120V 3.5.7.1 APC UPS SRT2200XLA 3.5.7.2 APC Battery Tower SRT72BP 3.5.7.3 APC Relay Card AP9613 3.5.7.4 UPS Bypass Switch APC SBP2200 RM 3.5.8 Extreme Network Switch 3.5.8.1 Model16801 3.5.8.2 Model 16802 3.5.8.3 Model16803 3.5.8.4 Model 16804 3.5.9 GE MDS Orbit MCR - MXNCL9CN4GYNNSIFISUNN 3.5.10 Terminal Blocks, Relays, Surge Protection, Miscellaneous 3.5.10.1 Phoenix Contact Power Terminal 2966508 3.5.10.2 Phoenix Contact Relay Module 2966317 3.5.10.3 Phoenix Contact Surge protection 2838186 3.5.10.4 Phoenix Contact Terminal Block 3045198 3.5.10.5 Phoenix Contact Ground Block 3044157 3.5.10.6 Phoenix Contact Cover 3047028 3.5.10.7 Phoenix Contact Fuse Terminal 3046100 3.5.10.8 Phoenix Contact Feed Through terminal 3047701 3.5.10.9 Phoenix Contact Ground Modular Terminal 3046223 3.5.10.10 Schneider Electric Miniature Breaker M9F42103 Page 9 of 18 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 3.5.10.11 Schneider Electric Miniature Breaker M9F42105 3.5.10.12 Schneider Electric Miniature Breaker M9F42110 3.5.10.13 Schneider Electric Miniature Breaker M91742120 4.0 BRAND NAME OR EQUAL 4.1 Any manufacturer's names, trade names, brand names, information and/or catalog numbers listed in this specification are for information and not intended to limit competition unless otherwise indicated. Vendor may offer any brand for which he/she is an authorized representative, which meets or exceeds the product specification for any item(s). If prices are based on equivalent products, Vendor has noted the manufacturer's product name and reference number in Exhibit `B." 4.2 Unless Vendor clearly indicates in Exhibit `B" that the product being offered is an "equal" product, the Vendor will provide the brand name product. 4.3 The City shall have the sole right to determine equal products. 5.0 QUOTATION PROCESS- 5.1 Vendor will provide an itemized quotation for the labor, materials, and all other costs in writing to the City of Fort Worth Water Department. 5.1.1 The Department Contract Manager or designee shall provide Vendor with the location, onsite contact, and general description of the service request, so Vendor can come out and review the services to be completed, and prepare an itemized quote. 5.2 Vendor will submit an itemized price quotation to the Department Contract Manager or designee for each project within five (5) business days of the request for review by the Department Contract Manager or designee, or at a time mutually agreed upon between Vendor and the Department Contract Manager or designee. The quotation will be evaluated for accuracy, demonstrated understanding of the project scope of work, schedule, and price. 5.3 Vendor will provide a written itemized quote, based on the labor rates and material costs listed in Exhibit `B." Page 10 of 18 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 5.3.1 The price quote shall include: 5.3.1.1 Description of the work to be performed including the type of service or products to be provided. 5.3.1.2 Itemized estimate of the materials. 5.3.1.3 Itemized labor costs including number of hours, pay rates and worker classifications. 5.3.1.4 A timeline, including the proposed PLC panel(s) installation date. 5.4 Vendor understands that the submission of a price quotation is evidence that Vendor has familiarized himself/herself with the nature and extent of the work and any local conditions that may, in any manner, affect the scope of the work to be done, and the equipment, materials, labor, etc. required. 5.5 If the Department Contract Manager or designee agrees/approves the quote, they will issue a Department Purchase Order (PO). 5.6 Vendor will not begin work without a PO from the City. 5.7 City can return the quotation to Vendor for revision, if the itemized pricing on the quote does not align with the pricing in the current contract. 5.8 Vendor will Acknowledge receipt of the PO by contacting the Department Contract Manger or designee by email or phone and within two (2) business days to schedule a start date. Services shall start within the timeframe mutually agreed to between Vendor and Department Representative or designee or as determined by the quotation. 5.9 Vendor will complete the work within the timeframe stated in the price quotation and will notify the Department Representative or designee upon completion of the services. 5.10 If Vendor determines the services being performed cannot be completed in the timeframe specified in the price quotation, Vendor will request additional time in writing. Any extensions must be approved by City before Vendor continues services. 5.11 Vendor will not increase the original price quote for any delays caused by Vendor. 5.12 Changes to Project Quotes: Page 11 of 18 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 5.12.1 Vendor will immediately notify the Department Representative or designee by email if additions, deletions, and/or revisions to a job assignment are needed, and submit a revised itemized quotation. 5.12.2 Under no circumstances shall Vendor proceed with changes to the price quotation without written approval from the Department Representative or designee. 5.12.3 The Project Quotation Change Request shall include the following: 5.12.3.1 The adjustment in the project time, if applicable. 5.12.3.2 If the City requests to change a price quote due to a change in the scope of work that would increase the number of labor hours required or the amount of materials required, Vendor will amend the original quote and, upon approval by the Department Representative of the amended price quote, a revised Purchase Order will be issued to Vendor. 6.0 WARRANTY 6.1 Vendor will provide a one-year warranty on parts, equipment and labor against all defects in materials and workmanship. 6.2 Warranty shall be full compensating for labor and materials to address the warranty repair. 7.0 APPLICABLE CODES AND STANDARDS 7.1 All work shall be performed in strict accordance with all local, state, and national codes, ordinances, and regulations governing the work involved. Vendor is responsible for obtaining any and all permits required by the City of Fort Worth, State of Texas, or any other entity or governing body. 7.2 All inspections and tests shall utilize manufacturers' instruction manuals applicable to each particular apparatus. 7.3 All inspections and tests shall be in accordance with the following applicable codes and standards. 7.3.1 National Electric Code (NEC) Page 12 of 18 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 7.3.2 National Electrical Manufacturer's Association (NEMA) 7.3.3 American Society for Testing and Materials (ASTM) 7.3.4 National Electrical Testing Association (META) 7.3.5 American National Standards Institute (ANSI) 7.3.6 State and Local Codes and Ordinances 7.3.7 Association of Edison Illuminating Companies (AEIC) 7.3.8 Occupational Safety and Health Act of 1970 (OSHA) Part 1910; Subpart S, 1910, 308 7.3.9 Underwriters Laboratories (UL) 508, the Standard of Safety for Enclosures for Industrial Control Equipment 7.3.10 UL 508A, the Standard for Safety for Industrial Control Panels 7.3.11 UL 50 the Standard for Safety for Enclosures for Electrical Equipment 7.3.12 ANSI/International Society of Automation (ISA)-5.06.01-2007 - Functional Requirements Documentation for Control Software Applications. 7.3.13 ISA-TR20.00.01-2001 - Specification Forms for Process Measurement and Control Instruments Part 1: General Considerations Updated with 27 New Specification Forms in 2004-2005. 7.3.14 ISA-5.4-1991 Instrument Loop Diagrams. 7.3.15 ISA-20-1981 Specification Forms for Process Measurement and Control Instruments, Primary Elements, and Control Valves. 7.3.16 ISA-5.2-1976 (R1992) Binary Logic Diagrams for Process Operations. 7.3.17 NEMA ICS 6 Enclosures for Industrial Controls and Systems 7.3.18 City of Fort Worth Standards Page 13 of 18 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 8.0 TESTING AND CALIBRATION PROCEDURES 8.1 Vendor will maintain a written record of all work activities and results, and provide a test report to the City. 8.2 Test reports shall be provided in PDF format. Test reports shall be submitted to the City within 30 days of completion of the work. 8.3 Vendor will provide quality & control testing for all materials and services provided prior to shipment/beginning of services as well and a field demonstration test upon completion. 8.4 During the field demonstration test, Vendor will make adjustments to the control system and repair as needed to provide proper operations of the control system. 9.0 LOCATIONS & HOURS OF SERVICES 9.1 Hours of Services shall be as follows: 9.1.1 Normal business hours - Monday — Friday, 7AM-4PM. 9.1.2 Overtime -Monday —Thursday 4:01 PM — 6:59AM 9.1.3 Weekends — Friday — Monday, 4:01 PM — 6:59AM 9.1.4 Holiday hours shall be all day during the City -observed holidays listed below: 9.1.4.1 New Year's Day 9.1.4.2 Martin Luther King Jr. Day 9.1.4.3 Memorial Day 9.1.4.4 Juneteenth 9.1.4.5 July 4' 9.1.4.6 Labor Day 9.1.4.7 Thanksgiving Thursday and the following Friday 9.1.4.8 Christmas Day 9.2 Vendor will be available nights, weekends, and holidays. All work shall be considered routine work and performed during normal business hours, unless, overtime is authorized by City of Fort Worth Water Department. 9.3 The unit price for hourly rates shall be full compensation for all Page 14 of 18 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 salaries, benefits, transportation costs, overhead, and profits. No compensation will be provided for tools and testing equipment necessary to perform work. 9.4 Vendor will respond to requests for services during regular business hours within 24 hours of notice by the City. 9.5 All work deemed an emergency by the City of Fort Worth Water Department shall be responded to within 1 hour of notice from the City. Vendor will be prepared to mobilize additional work crews as required, and prepared to work until the problem is resolved. Work shall be measured and paid per employee on the site of the work request, per hour to the nearest quarter hour. 9.6 Work will be performed at all City of Fort Worth Water & Wastewater Treatment Facilities including: Village Creek, Holly, Eagle Mountain, Rolling Hills, Westside, and at approximately 150 remote water pumping and monitored sites. 10.0 INVOICE AND PAYMENTS 10.1 Registration: Vendor 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 httos://www.fortworthtexas.t!ov/departments/finance/purchasinu/ register 10.2 Invoice: The Vendor shall send invoices electronically to our centralized Accounts Payable department invoice email address: supplierinvoices(&,fortworthtexas.2ov. 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: Page 15 of 18 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 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) 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 supglierinvoices(a,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. Page 16 of 18 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 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. If Vendor has any questions, please contact the Accounts Payable team at (817) 392-2451 or by email to ZZ FIN AccountsPavable(i�fortworthtexas.i!ov. Vendor shall not include Federal, State of City sales tax in its invoices. City shall furnish a tax exemption certificate upon Vendor's request. 10.3 Payment: All payment terms shall be "Net 30 Days" unless otherwise specified in the Agreement. 11.0 UNIT PRICE ADJUSTMENT Vendor may request that unit prices be adjusted for increases or decreases in Vendor's cost during the contract period using the following procedure: i. The Vendor must submit its price adjustment request in writing at least 30 days before the requested effective period. The Vendor shall 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. 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. Page 17 of 18 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 iv. Upon expiration of the Agreement term, Vendor 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. Page 18 of 18 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 City Secretary Contract No. EXHIBIT B PAYMENT SCHEDULE See next page. Vendor Services Agreement Page 12 of 12 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 Primary Responses Labor Raftes, sums.. All values pr¢wHa — Bid Nt1 8uperl—d-t Hil R Al H ... A, ilil I $ 117 bl� 117 lIlt All —y—d­= Au17YA'. All values pmvMM All values provMw —1 SO - - - Bid .11 —N.71 — A.—t- Sl —Al $ 1. . 11— —r, Ak.ndted.y-1=y 7= 9— Allvalua-pnvtlea 25.9 1 Bid — IT Supp— An.lyl, H-uny —M, N.—I H­ IT, 1 1. . - c, Monday-iday, TA .. . .. All values b-- — Bid M, IT N-11, H—ly RAW, 11— 1 H—A, WA$ — 1-0 Mo.dAy-friday,7AM-111 Ill All -1— pmvdN —1 Bid D—D—i­ I,—, M.—yA.h...iA.,., yRM—­N.n.aI P I HA 111. - "llc, -idTAI111 e.— All -lu.. 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'U- 500 Pan Number raew2ttp 33367 -- $ 11- =Nl' Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 City of Fort Worth, Texas Mayor and Council Communication DATE: Tuesday, August 27, 2024 REFERENCE NO.: **M&C 24-0702 LOG NAME: 13P RFP 24-0141 PROGRAMMABLE LOGIC CONTROLLER PANELS AW WATER SUBJECT: (ALL) Authorize Execution of Non -Exclusive Agreements with Prime Controls, L.P. and RLC Controls, Inc. for Programmable Logic Controller Panels and Control Systems Integration Services for the Water Department in a Combined Annual Amount Up to $6,000,000.00 for the Initial Term and Authorize Four, One -Year Renewals in the Same Amount and Adopt Appropriation Ordinances to Effect a Portion of Water's Contribution to the Fiscal Years 2024-2028 Capital Improvements Program RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of non-exclusive agreements with Prime Controls, L.P. and RLC Controls, Inc. for programmable logic controller panels and control systems integration services for the Water Department in a combined annual amount up to $6,000,000.00 for the initial term and authorize four, one-year renewals in the same amount; 2. Adopt the attached appropriation ordinance adjusting estimated receipts and appropriations in the Water & Sewer Revenue Bonds Series 2021 by increasing estimated receipts and appropriations in the SCADA Replacement project (City Project No. 103086) in the amount of $1,000,000.00 and decreasing estimated receipts and appropriations in the Unspecified — All Funds project (City Project No. UNSPEC) by the same amount; and 3. Adopt the attached appropriation ordinance adjusting estimated receipts and appropriations in the Water & Sewer Revenue Bonds Series 2024 by increasing estimated receipts and appropriations in the SCADA Replacement project (City Project No. 103086) in the amount of $32,000,000.00 and decreasing estimated receipts and appropriations in the Commercial Paper project (City Project No. UCMLPR) by the same amount to effect a portion of Water's contribution to the Fiscal Years 2024- 2028 Capital Improvements Program. DISCUSSION: The Water Department approached the Purchasing Division for assistance in securing agreements for programmable logic controller panels and control systems integration services used to replace, repair, and maintain panels throughout the City of Fort Worth to ensure water control systems are operating optimally. Purchasing issued a Request for Proposals (RFP) consisting of detailed specifications including the required panel components, the service requirements to ensure all aspects of the control system are maintained, and certification requirements such as UL-508 and UL-698 control panel facility certifications and Human Machine Interface (HMI) platforms certifications including: Rockwell Automation, Ignition Premier, and Schneider Electric Alliance to ensure the vendors' personnel are certified to perform the work. The RFP was advertised in the Fort Worth Star -Telegram on May 1, 2024, 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 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. During the technical evaluation, one proposer, Revere Control Systems, Inc., did not score at least 50\% of the total available points for technical criteria and was deemed non -responsive in accordance with the proposal documents. 11 Proposer 11 Evaluation Factors http://apps.cfwnet.org/ecouncil/printmc.asp?id=32409&print=true&DocType=Print 8/27/2024 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 Prime Controls, L.P. RLC Controls, Inc Tesco Controls, LLC Revere Control Systems, Inc. Best Value Criteria: a 11 b I c I d I 19.50 19.001 10.001 10.001 1115.001113.001 7.751 8.001 10.50 9.00 5.25 5.25 7.00 8.50 3.25 3.00 e 39.26 40.00 37.19 Proposer did not score 50\% of the technical points; therefore, cost was not evaluated Total Score 97.76 83.75 67.19 Proposer did not score 50\% of the technical points; therefore, cost was not evaluated a. Contractor's certified personnel that can maintain all aspects of a control system b. Contractor's ability to fabricate large control system panels c. Contractor's experience in water & wastewater treatment and large production treatment facilities, calibration and startup services for control systems, IT networking system design experience, as well as, database management skill sets d. Contractor's approach to maintain or service PLC panels e. Cost of products and services After evaluation, the panel concluded that Prime Controls, L.P. and RLC Controls, Inc. present the best value. Therefore, the panel recommends that Council authorize non-exclusive agreements with Prime Controls, L.P. and RLC Controls, Inc. No guarantee was made that a specific amount of services would be purchased. Staff certifies that the recommended vendors' proposals met specifications. While the authorized spending represents the collective maximum amount allowed under these agreements, the actual amount used will be based on the department's needs and available budget. Funding is budgeted in the Water & Sewer Revenue Bonds Series 2021 and 2024 for the Water Department. Appropriations in this M&C also include the expenses already incurred in FY2024 related to the current contract with Prime Controls (City Secretary Contract No. 59912) and its two pending renewals for a total amount of $3,000,000.00. 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 automatically 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. It is the practice of the Water Department to appropriate its CIP plan throughout the Fiscal Year (FY), instead of within the annual budget ordinance, as projects commence, additional funding needs are identified, and to comply with bond covenants. The actions in the M&C will appropriate funds in support of http://apps.cfwnet.org/ecouncil/printmc.asp?id=32409&print=true&DocType=Print 8/27/2024 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 the Water's portion of the City of Fort Worth's Fiscal Years 2024-2028 Capital Improvement Program; as follows: 13P RFP 24-0141 PROGRAMMABLE LOGIC CONTROLLER PANELS AW WATER Capital Revised Fund Project Name FY2024 CIP Authority Budget Change FY2024 Name Appropriations (Increase/Decrease) Budget 56019 — W&S 103086 — Rev SCADA $0.00 This M&C Bonds REPLACMENT Series PROJECT 2021 56022 103086 - - W&S SCADA Rev REPLACMENT $0.00 This M&C Bonds PROJECT 2024 $1,000,000.00 $1,000,000.00 $32,000,000.00 $32,000,000.00 Funding is budgeted in the Unspecified -All Funds project within the Water & Sewer Revenue Bonds Series 2021 Fund and in the Commercial Paper project within the Water & Sewer Revenue Bonds Series 2024 for the purpose of funding the SCADA Replacement Project. Funding for the SCADA Replacement project is depicted below: Fund Existing Additional Project Total* Appropriations Appropriations W&S Capital Project — $791,992.00 $0.00 $791,992.00 Fund 56002 W&S Rev Bonds 2021 $875,097.00 $1,000,000.00 $1,875,097.00 — Fund 56019 W&S Rev Bonds Series $0.00 $32,000,000.000 $32,000,000.00 2024— Fund 56024 Project Total II $1,667,089.00II $33,000,0000.0011$34,667,089.001 *Numbers rounded for presentation purposes. This project is located in ALL COUNCIL DISTRICTS. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are currently available in the Unspecified -All Funds project within the W&S Rev Bonds Series 2021 Fund and in the Commerical Paper project within the W&S Rev Bonds Series 2024 Fund and upon approval of the above recommendations and adoption of the attached appropriation ordinances, funds will be available in the W&S Rev Bonds Series 2021 and W&S Rev Bonds Series 2024 Funds for the Scada Replacement Project project to support the above recommendations and execution of the agreements. Prior to an expenditure being incurred, the Water Department has the http://apps.cfwnet.org/ecouncil/printmc.asp?id=32409&print=true&DocType=Print 8/27/2024 Docusign Envelope ID: 35546D2D-3FF1-4D54-9D2D-BF832753CA83 responsibility of verifying the availability of funds. BQN\\ FUND IDENTIFIERS (FIDs): TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) CERTIFICATIONS: Reginald Zeno (8517) Submitted for Citv Manager's Office bv: Fernando Costa (6122) Reginald Zeno (8517) Originating Department Head: Christopher Harder (5020) Jo Ann Gunn (8525) Additional Information Contact: Alyssa Wilkerson (8357) ATTACHMENTS 1. 13P RFP 24-0141 PROGRAMMABLE LOGIC CONTROLLER PANELS AW WATER funds availabilitv.Ddf (CFW Internal) 2. Business Equity Waiver.pdf (CFW Internal) 3. FID TABLE - Control Svstems Integration (WCF 08.02.24).xlsx (CFW Internal) 4. Form 1295- Prime Controls LP.pdf (CFW Internal) 5. Form 1295- RLC Controls, Inc.pdf (CFW Internal) 6. ORD.APP 13P RFP 24-0141 PROGRAMMABLE LOGIC CONTROLLER PANELS AW WATER 56019 A024(r2).docx (Public) 7. ORD.APP 13P RFP 24-0141 PROGRAMMABLE LOGIC CONTROLLER PANELS AW WATER 56022 A024(r3).docx (Public) 8. PBS CPN 103086.pdf (Public) 9. SAMs Report- Prime Controls LP.pdf (CFW Internal) 10. SAMs Report- RLC Controls Inc.pdf (CFW Internal) 11. SOS Documentation- Prime Controls, L.P..docx (CFW Internal) 12. SOS Documentation- RLC Controls, Inc.docx (CFW Internal) http://apps.cfwnet.org/ecouncil/printmc.asp?id=32409&print=true&DocType=Print 8/27/2024