HomeMy WebLinkAboutContract 62418City Secretary Contract No. _____________
Vendor Services Agreement Page 1 of 18
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
SYNERGY REFRIGERATION, INC. (“Vendor” or “Contractor”), each individually referred to as a
“party” and collectively referred to as the “parties.”
1.Scope of Services. Vendor will provide City with annual gas compressor inspections,
preventative maintenance and owner directed repairs on an as-needed basis (“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 1 year, beginning on the date that this
Agreement is executed by the City’s Assistant City Manager (“Effective Date”), unless terminated earlier
in accordance with this Agreement (“Initial Term”). City will have the option, in its sole discretion, to
renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal option(s)
(each a “Renewal Term”).
3. Compensation. City willpay Vendorin 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 in an amount up to Six Hundred Thousand Dollars ($600,000.00).
Vendor will not perform any additional services or bill for expenses incurred for City not specified by this
Agreement unless City requests and approves in writing the additional costs for such services. City will not
be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves
such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days’ written notice of termination.
4.2 Non-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 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
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has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City (“City Information”) as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6.Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7.Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of 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
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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.
8.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, 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/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
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
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City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. “Any
vehicle” will be any vehicle owned, hired and non-owned.
(c) Worker’s Compensation:
Statutory limits according to the Texas Workers’ Compensation Act or any other
state workers’ compensation laws where the Services are being performed
Employers’ liability
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$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.
(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.
(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
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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:
Synergy Refrigeration, Inc.
Doug Sweet, President
1520 Airport Drive
Ball Ground, GA 30107
Facsimile: 678-354-5519
14.Solicitation of Employees. 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.
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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 Majeure. 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
option, Vendor will either (a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25.Immigration Nationality Act. Vendor must verify the identity and employment eligibility
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
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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 Authority. 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 Company 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 Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel”
and “company” has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30.Prohibition on Boycotting Energy 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
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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)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: ___________________________
Name: William Johnson
Title: Assistant City Manager
Date: _______________
APPROVAL RECOMMENDED:
By: ______________________________
Name: Chris Harder
Title: Water Director
ATTEST:
By: ______________________________
Name: Jannette Goodall
Title: City Secretary
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: ______________________________
Name: Shatabya Bergland
Title: Contract Compliance Specialist
APPROVED AS TO FORM AND LEGALITY :
By: ______________________________
Name: Jessika Williams/Andrea Phillips
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 24-0819
Form 1295: 2024-1182227
VENDOR:
Synergy Refrigeration, Inc.
By:
Name: ________________________
Title: ________________________
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EXHIBIT A
SCOPE OF SERVICES
Contractor will provide annual inspections, annual preventative maintenance, and Owner-directed repairs
on the duplex rotary screw turbine gas compressors package and the three simplex rotary screw digester
gas compressor packages for the Water Department per descriptions and specifications below.
The City will direct the Contractor on which repairs to perform.
1.0 Performance of Services
1.1 Services shall be performed at the following locations:
1.1.1 Village Creek Water Reclamation Facility (VCWRF) 4500 Wilma Lane Arlington,
TX 76012
1.1.2 Additional Water Treatment Plants, upon request.
1.2 Scheduled, gas compressor systems maintenance and repair services shall be performed
between normal business hours: 6:00 a.m. to 3:00 p.m., Monday through Friday, this will
exclude the following holidays:
1.2.1 Martin Luther King Jr. Day
1.2.2 Memorial Day
1.2.3 Juneteenth
1.2.4 Independence Day
1.2.5 Labor Day
1.2.6 Thanksgiving Day
1.2.7 Christmas Day
1.2.8 New Year’s Day
1.3 The Contractor shall respond to a call or email from the City of Fort Worth Water
Department within a maximum of 48 hours after receipt.
2.0 ANNUAL INSPECTION AND PREVENTATIVE MAINTENANCE SERVICE
REQUIREMENTS
2.1 Unless otherwise directed by the City, Contractor shall complete annual inspections and
preventative maintenance before September 15th and services shall be invoiced before
September 30th.
2.2 Contractor shall coordinate the work scheduled with the appointed superintendent
2.3 Annual Inspections
2.3.1 Contractor shall Complete annual inspections in the following manner:
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2.3.1.1 Contractor shall work with the plant personnel on Gas Compressor
System Operations.
2.3.1.2 Investigate any problems noted by the plant personnel.
2.3.1.3 Any tests or procedures should be performed by the City representative
2.3.1.4 Contractor shall replace all City-owned spare parts used to complete the
maintenance identified during the inspection or make arrangements with
the designated City contact to have them replaced at no cost to the City.
2.3.1.5 Attach a label to all service devices upon completion of the inspection,
testing, and/or calibration. Label shall include the following:
2.3.1.5.1 Date Serviced
2.3.1.5.2 Contractor Name
2.3.1.5.3 Technician Name
2.3.2 Perform inspection services during working hours
2.3.3 Advise plant personnel of system performance immediately following the completion
of the inspection or any urgent issues.
2.3.4 Shall include all inspections recommended by the compressor manufacturer and by the
compressor packager for annual inspection, including but not limited to:
2.3.4.1 Check oil levels, all instrument readings
2.3.4.2 Check oil filter differential pressure.
2.3.4.3 Check compressor and all other skid components for abnormal noises and
vibrations.
2.3.4.4 Visually inspect all skid components for evidence of corrosion, scale,
fouling, or leaks. Report any coatings in need of repair.
2.3.4.5 Inspect oil cooler for proper performance.
2.3.4.6 Inspect and operate compressor capacity controls through their range both
automatically and manually.
2.3.4.7 Check movement of compressor main rotor at the drive coupling end to
determine bearing float.
2.3.4.8 Check motors and fans for shaft wear and end play.
2.3.4.9 Inspect shaft seals and couplings.
2.3.4.10 Check operation and general condition of electrical controls.
2.3.4.11 Check drains for proper water drainage.
2.3.4.12 Check oil pump for wear.
2.3.4.13 Check all gauges for accuracy.
City Secretary Contract No. _____________
Vendor Services Agreement Page 13 of 18
2.3.4.14 Check mounting bolts for compressor and motor.
2.3.4.15 Check control panel pilot lights and replace lights, as required.
2.3.4.16 Prior to leaving worksite, inspection and preventative maintenance
proof of service and/or work order should be provided to City personnel
with signatures from both parties.
2.4 Annual Preventative Maintenance
2.4.1 Shall include all maintenance recommended by the compressor manufacturer and
by the compressor packager, including but not limited to:
2.4.1.1 Replace all oil filters and clean all strainers.
2.4.1.2 Lubricate all bearings that require lubrication.
2.4.1.3 Flush out sediment from water circuits.
2.4.1.4 Brush clean oil cooler tubes.
2.4.1.5 Drain and clean entire oil system and refill with new oil. Dispose of used
oil in accordance with applicable regulations. EPA and any other state or
local regulatory requirements
2.4.1.6 Grease valve stems.
2.4.1.7 Exercise all valves.
3.0 INSPECTION AND MAINTENANCE REPORTS:
3.1 Maintain a written record of all work activities and results. Provide in PDF format a
detailed report after each maintenance, and of the annual inspection in accordance with
manufacturer recommendations to the designated appointed personnel within five (5)
business days of completed service and/or inspection
3.1.1 Written annual inspection report to include, but not limited to:
3.1.1.1 Name and/or description of compressor system inspected
3.1.1.2 Location, including city building name, of compressor system inspected
3.1.1.3 Equipment Performance
3.1.1.4 Necessary equipment repair(s)
3.1.1.5 Recommended improvement(s) to equipment
3.2 All necessary equipment repairs and recommended improvements shall be submitted in
proposal form via email. Proposal shall include the following information:
3.2.1 Description of work to be performed
3.2.2 Parts and/or products to be provided
3.2.3 Itemized estimate of materials, including associated percentage mark-up
City Secretary Contract No. _____________
Vendor Services Agreement Page 14 of 18
3.2.4 Itemized labor costs, including number of hours, pay rates, and worker classifications
3.2.5 A timeline, including proposed start and completion dates.
4.0 REPAIRS
4.1 All parts shall be billed at the wholesale price plus the parts markup rate indicated on the
payment schedule.
4.2 Any equipment rental shall be billed at cost plus the rental markup rate indicated on the
payment schedule.
4.3 All labor shall be at the labor rates indicated on the payment schedule.
4.4 Quantities of repair parts, labor, and equipment rental are not a guarantee of purchase and
actual quantities ordered may be more or less than indicated. The rates and markups shall
not change based on differing quantities than those shown in the payment schedule.
4.5 Contractor shall perform repair service upon request on the rotary screw turbine gas
compressor duplex package.
4.6 Hours indicated shall be for on-site services only. All time and cost associated with
travel to/from the site shall be borne by the Contractor.
4.7 Perform all repair services during normal business hours. Any work to be performed
outside of normal business hours, shall be approved, in writing, by the designated
appointed personnel or designee.
4.8 Work performed during non-normal business hours, which could have been completed
during normal business hours, shall be billed at the regular hours labor rate.
4.9 Perform all work necessary to ensure the proper function and operations of equipment
provided of all compressor systems.
4.10 Not begin work without a Purchase Order from the City
4.11 Notify designated appointed personnel or designee in writing in the event the Contractor
needs to rent specialty equipment to perform work.
4.11.1 Contractor shall submit a list of specialty equipment that may be required to service
compressor systems, and indicate if the equipment is owned or may be rented. If the
equipment may be rented, corresponding rental prices shall be listed.
4.12 Provide a project quote for repairs, in writing, before proceeding with repair work
4.13 Contractor shall attach a label to all service devices upon completion of the maintenance,
or repairs. Labels shall include the following:
4.13.1 Date Serviced
4.13.2 Contractor Name
4.13.3 Technician Name
5.0 SERVICE REPORTS
City Secretary Contract No. _____________
Vendor Services Agreement Page 15 of 18
5.1 Maintain a written record of all work activities and results, and provide a detailed report
of the work in accordance with manufacturer recommendations. Provide a detailed report
after each service to the designated appointed personnel or designee within five (5)
business days of completed service.
5.2 Contractor shall provide report in PDF format. Contractor shall provide a written service
report to include, but not limited to:
5.2.1 Name and/or description of compressor system serviced
5.2.2 Location, including city building name, of compressor system serviced
5.2.3 Equipment performance prior to service
5.2.4 Equipment performance after service
5.2.5 Detailed description of service performed
5.2.6 Recommended improvement(s) to equipment
5.3 Detailed invoice for service performed shall include the following information:
5.3.1 Description of work performed
5.3.2 Parts and/or products provided
5.3.3 Itemized invoice of materials, including associated percentage mark-up
5.3.4 Itemized labor costs, including number of hours, pay rates, and worker classifications
5.3.5 Dates service performed
5.3.6 Purchase Order Number
6.0 WARRANTY
6.1 The Contractor shall provide a minimum 12-month warranty on parts, equipment, and
labor against all defects in materials and workmanship, starting on the date of
commissioning. A 12-month warranty term shall be considered the minimum duration
acceptable to the City.
6.2 The warranty shall fully compensate for labor, travel expenses, materials to address the
warranty repair.
6.3 In addition to any other warranties in this contract, the Contractor warrants that all work
and products supplied under this agreement conform to the agreement requirements and
are free from any defect in workmanship, equipment, material, or design furnished by the
Contractor or any supplier at any tier.
7.0 INVOICE AND PAYMENTS
7.1 Registration:
Contractor is required to register for direct deposit payments prior to providing goods
and/or services using the forms posted on the City’s website at
https://www.fortworthtexas.gov/departments/finance/purchasing/register
City Secretary Contract No. _____________
Vendor Services Agreement Page 16 of 18
7.2 Invoice:
Contractor will send invoices electronically to our centralized Accounts Payable
department invoice email address: supplierinvoices@fortworthtexas.gov. This email
address is not monitored so please do not send correspondence to this email address. The
sole purpose of the supplier invoices email address is to receipt and process supplier
invoices.
Please include the following on the subject line of your e-mail: vendor name, invoice
number, and PO number, separated by an underscore (ex: Example,
Inc._123456_FW013-0000001234)
To ensure the system can successfully process your invoice in an expedient manner,
please adhere to the following requirements:
i. All invoices must be either a PDF or TIFF format.
ii. Image quality must be at least 300 DPI (dots per inch).
iii. Invoices must be sent as an attachment (i.e. no invoice in the body of the email).
iv. One invoice per attachment (includes PDFs). Multiple attachments per email is
acceptable but each invoice must be a separate attachment.
v. Please do not send handwritten invoices or invoices that contain handwritten
notes.
vi. Dot matrix invoice format is not accepted.
vii. The invoice must contain the following information:
a. Supplier’s Legal Name and Address;
b. Remit to Supplier Name and Address, if different;
c. Applicable City Department business unit# (i.e. FW013)
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
supplierinvoices@fortworthtexas.gov. 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_AccountsPayable@fortworthtexas.gov.
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.
City Secretary Contract No. _____________
Vendor Services Agreement Page 17 of 18
If electronic invoicing is not possible, you may send your paper invoice to:
City of Fort Worth
Attn: FMS Central Accounts Payable
200 Texas Street
Fort Worth, Texas, 76102
The City’s goal is to receive 100% of invoices electronically so that all supplier payments
are processed efficiently. To achieve this goal, we need the Contractor’s support.
If Contractor has any questions, please contact the Accounts Payable team at (817) 392-
2451 or by email to ZZ_FIN_AccountsPayable@fortworthtexas.gov.
Contractor shall not include Federal, State of City sales tax in its invoices. City shall
furnish a tax exemption certificate upon Vendor’s request.
7.3 Payment:
All payment terms shall be “Net 30 Days.”
8.0 UNIT PRICE ADJUSTMENT
Contractor may require that unit prices be adjusted for increases or decreases in cost during the
contract period using the following procedure:
i. Contractor must submit its price adjustment request in writing at least 30 days before the
requested effective period. Contractor will provide written proof of cost increases with
the price adjustment request.
ii. If the City concludes that the rate increase being requested is unacceptable, the City
reserves the right to adjust the rate request, or reject the rate request in its entirety and
allow the contract to expire at the end of the contract term. If the City elects not to
exercise the renewal option, the Purchasing Division reserves the right to issue a new
solicitation or procure the goods or services by any other allowable means.
iii. Prices bid shall remain firm for the term of the Agreement and shall include all associated
freight and delivery costs, unless otherwise specifically stated and agreed to by City.
iv. Upon expiration of the Agreement term, Contractor agrees to hold over under the same
terms and conditions of the executed Agreement for a reasonable period of time to allow
the city to re-bid an agreement, not to exceed ninety (90) days.
v. The provision of goods and/or services shall not be suspended by the Contractor except
as expressly allowed by the contract’s terms and conditions.
City Secretary Contract No. _____________
Vendor Services Agreement Page 18 of 18
EXHIBIT B
PAYMENT SCHEDULE
See next page.
Primary Responses
Success: All data is valid!
Numeric Text
Status Bid/No Bid
Decision # Item UOM
Quantity
Required Unit Price Brand and Make Total Cost
Project Ref# 24-0187; Gas Compressor Inspection and Service
Success: All values provided Bid #1-1
Turbine Gas Compressor Systems Annual
Inspection and Maintenance Service (1 annual
inspection of the skid including both
compressors for 5 consecutive years)
Each 5 $ 25,000.00
Mycom G200SUD-
M Compressors $ 125,000.00
Success: All values provided Bid #1-2
Digester Gas Compressor Systems Annual
Inspection and Maintenance Service (1 annual
inspection per skid for 5 consecutive years,
inspections are non-concurrent)
Each 15 $ 23,000.00 Vilter $ 345,000.00
Success: All values provided Bid #1-3 Journeyman/Mechanic (Regular Hours Monday -
Friday, 8:00am - 5:00 pm)Hour 90 $ 220.00 Journey/ Mechanic $ 19,800.00
Success: All values provided Bid #1-4 Control Technician (Regular Hours Monday -
Friday, 8:00am - 5:00pm)Hour 50 $ 149.00 Control Technician $ 7,450.00
Success: All values provided Bid #1-5 Supervisor/Engineering (Regular Hour Monday -
Friday, 8:00am - 5:00pm)Hour 50 $ 220.00
Supervisor/Engineering $ 11,000.00
Success: All values provided Bid #1-6 Journeyman/Mechanic (After Hours Monday -
Thursday, 5:01pm - 7:59am)Hour 15 $ 330.00 Journey/ Mechanic $ 4,950.00
Success: All values provided Bid #1-7 Control Technician (After Hours Monday -
Thursday, 5:01am - 7:59am)Hour 15 $ 223.50 Control Technician $ 3,352.50
Success: All values provided Bid #1-8 Supervisor/Engineering (After Hours Monday -
Thursday 5:01am - 7:59am)Hour 15 $ 330.00
Supervisor/Engineering $ 4,950.00
Success: All values provided Bid #1-9 Journeyman/Mechanic (Weekend Hours Friday
5:01pm - Monday 7:59am)Hour 15 $ 330.00 Journey/ Mechanic $ 4,950.00
Success: All values provided Bid #1-10 Control Technician (Weekend Hours Friday
5:01pm - Monday 7:59am)Hour 15 $ 223.50 Control Technician $ 3,352.50
Success: All values provided Bid #1-11 Supervisor/Engineering (Weekend Hours Friday
5:01pm - Monday 7:59am)Hour 15 $ 330.00
Supervisor/Engineering $ 4,950.00
Success: All values provided Bid #1-12 Journeyman/Mechanic (Holiday Hours)Hour 10 $ 440.00 Journey/ Mechanic $ 4,400.00
Success: All values provided Bid #1-13 Control Technician (Holiday Hours)Hour 10 $ 298.00 Control Technician $ 2,980.00
Success: All values provided Bid #1-14 Supervisor/Engineering (Holiday Hours)Hour 10 $ 440.00 Supervisor/Engineering $ 4,400.00
Basket Total $ 546,535.00
Grand Total $ 546,535.00
Docusign Envelope ID: 54E2A471-6A51-4E67-90E9-CAOE2D4B86EA
CITY COUNCIL AGENDA
Create New From This M�C
FORT �'�'QRTf�
-��
REFERENCE **M&C 24- 13P RFP 24-0187 GAS
DATE: 9/17/2024 NO.: 0819 LOG NAME: COMPRESSOR INSPECTION
AND SERVICE AO WATER
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Agreement with Synergy Refrigeration, Inc. forAnnual Inspections, Annual
Preventative Maintenance, and Owner Directed Repairs on Gas Compressors for the
Water Department in an Annual Amount Up to $600,000.00 for the Initial Term and
Authorize Four One-Year Renewals for the Same Annual Amount
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an agreement with Synergy
Refrigeration, Inc. for annual inspections, annual preventative maintenance, and owner-directed
repairs on gas compressors for the Water Department in an annual amount up to $600,000.00 for the
initial term and authorize four one-year renewals for the same annual amount.
DISCUSSION:
The Water Department approached the Purchasing Division for assistance in securing an
agreement for annual inspections, annual preventative maintenance, and owner-directed repairs on
duplex, and simplex rotary screw turbine gas compressors packages throughout the City of Fort Worth
water treatment plants. Purchasing issued a Request for Proposals (RFP) 24-0187 consisting of
detailed specifications regarding the equipment, service, and delivery requirements.
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 one response.
An evaluation panel consisting of representatives from the Water and IT 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
Synergy Refrigeration, Inc.
Best Value Criteria:
Evaluation Factors
a b c d Total Score
40 18 17.33 18 93.33
a. Contractor's cost of services
b. Contractor's qualifications and experiences
c. Contractor's capacity and approach to perform services
d. Contractor's ability to meet City's needs
After evaluation, the panel concluded that Synergy Refrigeration, Inc. offers the best value.
Consequently, the panel recommends that the Council authorize entering into an agreement with
Synergy Refrigeration, Inc. It is important to note that no guarantee has been made regarding the
purchase of a specific amount of services. Staff certifies that the recommended vendor's bid met all
specified requirements.
The authorized spend amount represents the maximum amount allowed under the agreement for each
term. However, the actual amount used will be based on the department's needs and available
Docusign Envelope ID: 54E2A471-6A51-4E67-90E9-CAOE2D4B86EA
budget. Funding is budgeted in the General Operating & Maintenance category within the Water &
Sewer Fund for the Water Department.
DVIN-BE: A waiver of the goal for Business Equity subcontracting requirement is approved by the
DVIN-BE, in accordance with the Business Equity Ordinance, because the purchase of goods or
services is from sources where subcontracting or supplier opportunities are negligible.
AGREEMENT TERMS: Upon City Council approval, the agreement shall begin upon execution and
expire one year from that date.
RENEWAL TERMS: The agreement may be renewed for four (4) additional, one-year terms. This
action does not require specific City Council approval provided that the City Council has appropriated
sufficient funds to satisfy the City's obligations during the renewal term.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not
require specific City Council approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation, funds are
available in the current operating budget, as previously appropriated, and upon adoption of the Fiscal
Year 2025 Budget by the City Council, funds will be available in the Fiscal Year 2025 Operating
Budget, as appropriated, in the Water & Sewer Fund. Prior to an expenditure being incurred, the
Water Department has the responsibility to validate the availability of funds.
BQN\\
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� Fun� Department Account , Project
ID ID
Program , Activity Budget Reference # I Amount 1
Year (Chartfield 2) �
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
1295 Form.pdf (CFW Internal)
Reginald Zeno (8517)
Fernando Costa (6122)
Reginald Zeno (8517)
Christopher Harder (5020)
Jo Ann Gunn (8525)
Aiyanna Owens (8317)
13P RFP 24-0187 GAS COMPRESSOR INSPECTION AND SERVICE AO WATER funds availability_.pdf (CFW
Internal)
13P RFP 24-0187 GAS COMPRESSOR INSPECTION AND SERVICE AO WATER Updated FID.xlsx (CFW Internal)
FID TABLE - Gas Compressor Services.xlsx (CFW Internal)
SAMReport-SynergyRefrigeration.pdf (CFW Internal)
SOS Synergy,pdf (Public)
Waiver.pdf (CFW Internal)