HomeMy WebLinkAboutContract 62596City Secretary Contract No. 62596
FORTWORTH,
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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
ENVIRONMENTAL IMPROVEMENTS INC. ("Vendor" or "Contractor")and may also individually be
referred to as a "Party" and collectively referred to as the "Parties."
1. Scope of Services. Vendor will provide City with Huber StrainPress units ("Services"), as
set forth in more detail in Attachment "A" attached hereto and incorporated herein for all purposes. Terms
and conditions recited in Attachment A which may conflict with terms and conditions recited herein shall
be harmonized to achieve the goals of the Parties wherever possible and where not, the terms and conditions
recited herein shall control.
2. Term. The term of this agreement shall be one year unless extended in writing by
amendment to this Agreement signed by the Parties. Specific milestones for manufacture and delivery are
contained in Attachment A.
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
as detailed in Attachment A, which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement in an amount up to Seven Hundred Twelve Thousand Six Hundred
Seventy Three Dollars ($712,673.00). 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-annrovriation 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
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY Page 1 of 11
FT. WORTH, TX
City Secretary Contract No.
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
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, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, 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.
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 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.
(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
MGMZ0UVIMif" ,toW.1MuA
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
WIXT�"1 3A
Environmental Improvements, Inc.
Eric Fields, Manufacturers Representative
512 North Kealy Ave.
Lewisville, TX 75067
Facsimile:
14. Solicitation of Emnlovees. 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 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 ControllinLy. 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 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 1-9
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. Sienature 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. Chan2e 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"
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 Bovcottin2 Ener2v 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.
34. Dispute Resolution. Upon the written demand of a Party, the Parties shall meet to make
a good faith effort to resolve any dispute between them ("Dispute"). The demand shall specify in reasonable
detail, the nature and the material facts underlying the Dispute. Senior representatives of each Party shall
meet in person not later than ten business days after the demand is provided to the other Party. If the Dispute
is not resolved within thirty (30) days after the meeting (one or more as appropriate), the Dispute shall be
submitted to mediation before a mediator agreeable to the Parties. The cost of the mediator shall be shared
by the Parties. Each Party shall reasonably cooperate in good faith with the mediator's efforts to resolve the
Dispute. Any Dispute not resolved by the foregoing procedure may be resolved by litigation as set forth in
the following sentence. Should mediation prove unsuccessful, either Party may institute legal action to cure,
correct, or remedy any default, to recover damages for any default or to obtain any other remedy consistent
with the terms of this Agreement and applicable law. Such legal actions may be instituted in the state or
federal courts located in Tarrant County, Texas.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By:
Name: V�WiAMrj Slih 10, 2025 07:09 CST)
Title: Assistant City Manager
Date:
APPROVAL RECOMMENDED:
By: ch lkoljhe/- l/6�iC
Name: CGHhg i(solalyd@rrAer (Jan 8, 2025 09:34 CST)
Title: Water Director �44�onub
dPVo�bFbuOaRaoTo�y�o
ATTEST: p9a�=8
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*aA%*saX,-°
Ao
ddd
By:
Name: rnnette Goodall
Title: City Secretary
VENDOR:
Environmental Improvements, Inc.
By: YCUUcy X. Newton
Name: Jeffrey K Houston
Title: President
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: p F
Name5�h*abjft Wgi4Atb 8, 2025 09:12 CST)
Title: Contract Compliance Specialist
APPROVED AS TO FORM AND LEGALITY:
By: 4&-64r—
Name:Dc]Dphag I]Wakl(;Jan 8, 2025 09:51 CST)
Title: Sr. Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 24-1129
Form 1295:2024-1245023
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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City Secretary Contract No.
ATTACHMENT A
VENDOR'S PROPOSAL
See next page.
Vendor Services Agreement Page 11 of 11
10
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no
Fort Worth, TX
Equipment:
HUBER Sludgecleaner STRAINPRESS° 430
Section Number:
Addenda Numbers: No addenda
Represented by:
Environmental Improvements
Fred Willms
(972) 436-2536
fwillms@ei2dallas.com
Regional Sales Director:
Johan van Ettekoven
704-990-2442
Johan.vanEttekoven@hhusa.net
Project Number: 422819
Revision: 0
Date: 11/18/2024
HUBER
� � ��i .1► l�J t�1N r
WASTE WATER Solutions
HUBER Technology, Inc.
1009 Airlie Pkwy, Denver, NC 28037
704-949-1010 1 www.huber-technology.com
Design Information �"®
WASTE WATER S111ti-
Technical
1
Sludge Type
Primary Sludge
Feed Sludge Concentration
1.5
Nominal Hydraulic Loading Rate (per unit)
594 at 1.5% feed solids
gpm
Nominal Solids Loading Rate (per unit)
4459 at 1.5%feed solids
Ib/hr
Screenings Capacity
70
ft3/hr
Estimated Screenings Solids Content'
25-35
Maximum Differential Pressure
7
psi
Sludge Inlet Diameter
6
inch
Sludge Outlet Diameter
6
inch
Approximate Sludgecleaner Empty Weight
2875
Ibs
Approximate Sludgecleaner Full Weight
4525
Ibs
'All performance is estimated based on typical sludgecleaner performance.
Pilot testing is recommended to provide guaranteed performance values.
Equipment Details
Quantity
3
Material
304L stainless steel construction; pickled and passivated in acid bath
Basket Material
3 mm, perforated plate; 304L stainless steel
Auger Material
304L stainless steel, stellite tipped screening section for wear protection
Pressure Sensor
VEGA pressure sensor
Moisture Sensor
Baumer moisture sensor
Support Legs
304L stainless steel
Anchor Bolts
M12, 316L stainless steel
Motor Data
5 hp drive motor, 460 VAC, 60 Hz, 3 ph
Page 2
HU
WATER SOIuti0n5
Power Supply: 480VAC-3PH-60HZ
Panel Classification: Non -Hazardous
Panel Location: Indoors
1- Enclosure, NEMA 4X, 304 Stainless Steel
1- Disconnect, Non -Fused Through Door
1 - VFD, AB PowerFlex or Equal, w_/ CB Branch Circuit Protection
[7.5HP - 480VAC Max, Press - Permanent Magnet Motor] _
1- Control Power Transformer, 480-120VAC, w/Branch Circuit Protection
2 - Selector Switches: [LOR, FOR]
1- Lot, Pilot Lights, Transformer Type: [Power On, Running, Fault]
3 - Pushbuttons: [E-Stop, Alarm Silence, Reset]
1-SPD,120VAC
1- PLC, Allen-Bradley Micro 850 Series w/ Ethernet and Required 10
1- Operator Interface, PanelView 800, 4 inch Color Touch Screen
1- Lot, Socket Type, Control Relays
1- Lot, Terminal Blocks
1- UL Label
Power Supply: 120VAC-3PH-60HZ - Sourced from Strainpress Electrical Panel;
Panel Classification: Non -Hazardous
Panel Location: Indoors
1- Enclosure, NEMA 4X, 304 Stainless Steel
1- Filter / Regulator
1- Mist Separator
1- Pressure Switch
1- Precision Regulator
1- 3-Way Manual Valve
1- 4-Way Solenoid Valve
1- Electric Pneumatic Regulator, 0-10VDC
1- Shuttle Valve
1- Lot Brass Fittings required to make required connections
1- Lot X" Poly Tubing
4 days and 1 trips Startup services for installation inspection and startup supervision.
Freight to jobsite.
Page 3
Pricing
■ SECr�EO�
HUBER Sludgecleaner STRAINPRESS° 430
Ancillary Equipment
HUBER Control Panel
Freight and Startup Services
TOTAL:
This proposal has been reviewed for accuracy and approved for issue by: AJ
Project Clarifications
4 days, 1 trips
Included
Included
Included
Included
$712,673.00
For the SECTION equipment, HUBER is offering our well -proven STRAINPRESS® 430. HUBER's offering is designed to meet the performance
requirements and intent of the specification. HUBER's equipment differs in construction from the specification, including (but not limited to) the
following:
1. Throughput of the HUBER STRAINPRESS is 594 gpm at 1.5%. An increase in the feed solids percentage from 1.5% going through the STRAINPRESS
430 will lead to a decrease in throughput.
2. On a recent conference call, it was discussed that the equipment will be fed from a common header. HUBER wishes to restate that any
upstream valve modulation or upstream pump VFD adjustment must be handled by others, such as SCADA. If flow throttling is expected to
adjust flowrate to each machine, a magnetic flowmeter (by others) should be included on the inlet line to each machine. Please note that the
PID loop for this control must be accounted for within SCADA, and should prevent any one screen from seeing flowrates greater than those
stated in this proposal. Finally, HUBER wishes to recap that if a machine is to enter a fault state, there must be a way to immediately lower
the flowrate to the machines via pump VFD's, or bypass surplus flow which can no longer go to the faulted machine.
3. HUBER wishes to recap comments made on a recent conference call surrounding area classification. HUBER equipment is rated for
unclassified environments, and has not received any final confirmation that the area of installation will be classified. If it is later confirmed
that the area will be classified, HUBER will need to issue a change order to account for any changes in scope. HUBER further wishes to recap
that there is no commercially available point level switch on the market rated NFPA/FM for C1 D1 or C1 D2 conditions. HUBER can supply an
ATEX rated sensor if specifically requested, but this sensor will not come with FM or NFPA approvals for North American classifications.
4. HUBER has included their standard control panel, suitable for installation in an unclassified space, free from H2S exposure. If panel is
expected to be installed in an environment with high H2S levels, please consult HUBER, as this could lead to rapid material corrosion.
General Notes
1. HUBER Scope of Supply is based on e-mail coorespondence from 11/4/2024 to 11/13/2024
2. HUBER is in receipt of the following addenda:
No addenda.
3. All electrical interconnections, wirings, junction boxes, local motor disconnects, and terminations between the equipment and electrical
components are to be provided by installing contractor.
4. Any item not specifically listed is not considered part of this scope of supply. Please contact the HUBER Technology representative listed for
further clarification.
5. A fully functioning and programmed HMI/PLC will be delivered to site. Screens and symbols used on the HMI are based on HUBER's standard
unless otherwise noted. Software licenses for the PLC/HMI program will not be included in this scope of supply unless stated otherwise. These
items are available for additional price adder upon request.
6. The Control Panel is based on the specification provided and inclusive to meet the requirements of a Vendor designed
panel, whereas the components and the factory testing of the panel will meet HUBER's requirements for function and
warranty. Additional requirements or sections of the specification to meet local authority requirements or control panels designs
unrelated to the equipment section, including special labeling, testing, or integration have not been included.
7. HUBER Technology, Inc. is offering the equipment and associated performance guarantees based on information available at the time of the
issuance date. Information not made available to HUBER, whether HUBER is asking for specific information or not, which could affect the
performance of the equipment might void warranty and performance guarantees.
8. HUBER's standard submittal documents, programming, testing procedure and 0&M documentation are included.
9. Air Compressor has been omitted from the Scope of Supply
Page 4
HUBER TECHNOLOGY, INC.
STANDARD PURCHASE ORDER
ALL TERMS AND CONDITIONS ARE PART OF THIS PURCHASE ORDER ("Purchase Order")
�1tw:
WASTE WATE0. Solutions
PROJECT: Fort Worth, TX
JOB NUMBER: 422819
CUSTOMER BILLING ADDRESS (PLEASE FILL):
ACCEPTED:
Buyer
BY:
Title
DATE:
CUSTOMER CONTACT INFORMATION
EMAIL:
PHONE:
FACSMILE:
SITE SHIPPING ADDRESS (PLEASE FILL):
SIGN AND RETURN WITHIN 5 BUSINESS DAYS
HUBER Technology, Inc.
Title
Page 5
HUBER Technology, Inc.
HUBER TECHNOLOGY, INC. STANDARD TERMS AND CONDITIONS OF SALE
MOORPARK
WASTE WATER Solutions
1. ENTIRE AGREEMENT/ORDERS.
The Proposal is dependent and expressly conditioned upon Purchaser's acceptance of the attached HUBER Technology, Inc. (hereinafter "HUBER")
Standard Terms and Conditions of Sale dated 11/18/2024
This agreement (the "Agreement") is between HUBER Technology, Inc., its subsidiaries and its affiliates (collectively "HUBER") and Purchaser. No
order for HUBER's goods or services shall be binding upon HUBER until acknowledged in writing by HUBER. Such written acknowledgement and these
Standard Terms and Conditions of Sale (the "Terms and Conditions") constitute the entire agreement between HUBER and Purchaser. Any purchase
order, offer or counter-offer made by Purchaser before or after HUBER's written acknowledgement is rejected and all documents exchanged prior to
HUBER's written acknowledgement are merely preliminary negotiations and not part of any agreement between the parties. For example, orders
submitted on Purchaser's own purchase order forms modifying, adding to, contrary to, or inconsistent with these Terms and Conditions are expressly
rejected and of no force or effect and acceptance is expressly made conditional upon assent to these terms. In no event will HUBER be deemed to
have in any way changed, enlarged or modified its liabilities or obligations as fixed by these Terms and Conditions including, without limitation,
situations in which HUBER satisfies an order submitted on Purchaser's own purchase order form. No other terms or conditions or modification of
these terms shall be binding upon HUBER unless specifically accepted in writing by an Officer of HUBER. Merely signing a purchase order or other
document as a condition of payment shall not be deemed a specific acceptance of terms therein by HUBER.
Purchaser shall have been deemed to agree to these Terms and Conditions upon the earlier of acceptance of HUBER's quotation, acceptance of
delivery of the goods or services or the issuance of a purchase order to HUBER.
2. Scope of Supply/Work and Ancillary Equipment
This Proposal includes only those items specifically mentioned in the equipment descriptions. Any items which may be necessary for the operation of
the equipment, but are not specifically mentioned HUBER's Scope of Supply, such as motors, drives, controls, or supports, are to be supplied via
additional quotation separate from this offering.
HUBER will use HUBER products or HUBER standards and colors whenever possible unless specifically called out in the quotation.
Any deviations from the HUBER standard mechanical and electrical specifications must be discussed with HUBER and agreed upon. If HUBER
mechanical and electrical specifications are changed, performance of HUBER equipment may be affected. HUBER reserves the right to charge
additional costs to the equipment price for any non-standard mechanical and electrical components required by the Purchaser and not explicitly
stated in HUBER's scope of supply in the form of a Change Order and as stated below under Article 9 Submittals.
3. Exclusions Include:
- Financing
Cranes and/or lifting devices
Unloading and/or storage of equipment on job site
Foundation design and engineering (HUBER will only furnish equipment drawings and data)
Utilities for erection, installation and operation
Gauges and instrumentation not specifically described in HUBER scope of supply
Interconnecting wiring, conduit, piping, tubing, valves, fittings, etc. between the equipment and other equipment and/or control devices and
control oanel.
Tools, oil, grease, grease gun, dumpster(s), or bin(s).
All other items not specifically described in HUBER scope of supply
HUBER Technology, Inc.
1009 Airlie Parkway, Denver, NC 28037
(704) 949-1010 - Fax (704) 949-1020 - huber@hhusa.net - www.huber-technology.com
A member of the HUBER Group Page 6
HUBER Technology, Inc.
MOORPARK
WASTE WATER Solutions
4. Abrasion or Corrosive Materials
All of HUBER's machines, control panels, and systems are manufactured from 304L or 316L grade stainless steel. Purchaser expressly acknowledges
that HUBER has no control over the environment or materials where the HUBER equipment will be installed. The environment or materials the
equipment may be exposed to may be abrasive or corrosive. This Proposal makes no representation or warranties concerning the service life of the
equipment against such abrasion or corrosion. The concentration of chloride and hydrogen sulfide (H2S) in the equipment operating environment
shall be kept below the following values:
Maximum Chloride for V2A (304, 304L)* 100mg/L
Maximum Chloride for V4A (316L, 316Ti)* 400mg/L
Maximum Chloride for V4A (316L, 316Ti)** 250mg/L
pH Value of the Wastewater/Washwater >6.5
Iron Content in Washwater <0.50mg/L
*no hydrogen sulphide in the area of the stainless steel
** with a maximum hydrogen sulphide content of 6 ppm (H25 levels must be less than 6ppm in the area of all electronics and controls)
Tin plated copper wiring is recommended for all customer field wiring installations
Machines made from 316 grade stainless steel are available at an additional price for extremely harsh operating environments upon request.
S. PRICES.
Prices are in U.S. Dollars unless noted otherwise. Until acceptance of a purchase order is acknowledged in writing by HUBER, all prices are subject to
change. Written quotations expire thirty (30) calendar days from the date of quotation unless specified otherwise. After expiration of validity HUBER
reserves the right to adjust pricing to take into account any significant increases in material costs such as steel, stainless steel finished products,
stainless steel coil, etc. The determination to increase pricing to do increased material costs is within HUBER's sole discretion. Due to the current
volatility of raw materials and shipping HUBER cannot guarantee to hold prices beyond the validity date. HUBER therefore reserves the right to
adjust our pricing based on applicable price indexes at time of order. Verbal quotations are non -binding on HUBER. Quoted prices do not include
sales, excise, municipal, state or any other government taxes. All taxes and other governmental charges upon the production, manufacture,
distribution, sale or use of goods or services to the extent required or not forbidden by law to be collected by HUBER from Purchaser, shall be paid by
Purchaser to HUBER unless Purchaser furnishes HUBER with exemption certificates acceptable to the relevant taxing authorities. Price does not
include installation or building modifications. Typographical and/or clerical errors made by HUBER are subject to correction.
If Purchaser causes or requests delays in manufacture or shipment beyond six (6) months from acceptance of Purchase Order, HUBER shall have the
right to increase price based on any actual escalation in labor, material, overhead, and component costs. HUBER also reserves the right to charge
Purchaser for any direct costs, reasonable storage costs caused by such delays and a finance charge of 1.5% of the Contract value per month.
[-� 'LT,14 z i A
Invoices are net thirty (30) days from the date of invoice, unless specified otherwise and approved in writing by HUBER. In the event that the
purchase order between Purchaser and HUBER requires partial payments to be made by Purchaser, Purchaser shall pay those required amounts in a
timely manner or HUBER will be permitted to suspend, without penalty or liability of any kind, delivery of future goods and services to the Purchaser
and terminate any agreement between the parties, even though partial payment for such undelivered goods or services may have already been
received by HUBER. At any time prior to or after the commencement of delivery or work pursuant to the Agreement, HUBER may request that
Purchaser provide reasonable documentation demonstrating that Purchaser has the ability to perform all payment obligations specified herein.
HUBER Technology, Inc.
1009 Airlie Parkway, Denver, NC 28037
(704) 949-1010 - Fax (704) 949-1020 - huber@hhusa.net - www.huber-technology.com
A member of the HUBER Group Page 7
HUBER Technology, Inc.
MOORPARK
WASTE WATER Solutions
Progress payments are as follows:
20% upon delivery of submittals (net 30 days)
75% upon delivery of equipment (net 30 days)
5 % upon startup of equipment (net 30 days)
Past due accounts will bear interest at the rate of 1.5% per month of the invoiced amount. All invoices are payable in U.S. dollars, unless specified
otherwise and approved by HUBER in writing. Acceptance of bank drafts, checks or other form of payment shall be subject to immediate collection of
the full face amount thereof. HUBER may, at its discretion, impose a transaction fee on payments processed via wire transfer or by Letter of Credit.
HUBER reserves the right at any time to suspend credit or to change credit terms provided herein when in its sole opinion the financial condition of
Purchaser so warrants. In such case, in addition to any other remedies provided herein or by law, HUBER may request cash payment or satisfactory
security from Purchaser prior to shipment of goods.
In the event of nonpayment of an invoice when due, and without prejudice to other lawful remedies, HUBER shall have the right, without penalty or
liability of any kind, to suspend further work or the delivery of future goods under this Agreement and terminate this Agreement or any other
agreement with Purchaser until such invoice is paid in full; provided, however, that if such invoice remains unpaid for more than five (5) days after
written demand by HUBER, HUBER may terminate this Agreement without penalty and recover all damages as a result of Purchaser's Breach.
7. RETAINAGE.
There shall be no retainage under this Agreement.
8. TAXES AND OTHER CHARGES.
The prices for Goods and/or Services do not include any sales, use or other taxes or charges payable to state or local authorities. In addition to
HUBER's invoice price or quote price, Purchaser is also responsible for payment of any use -tax, sales tax, excise tax, VAT tax, duty, custom, inspection
or testing fee, and/or any other fee, tax, or charge imposed by governmental or non -governmental authority arising from the Goods and/or Services
provided by HUBER. Purchaser is responsible for and bears the risk of establishment of a valid exemption from any fee, tax, or charge. In the event
HUBER is required to pay any of the fees, taxes, or charges listed in this paragraph, Purchaser herewith agrees to immediately reimburse HUBER for
this cost, or in lieu of such payment by HUBER, Purchaser agrees to timely provide an exemption certificate or other comparable document to the
entity or authority imposing said fee, tax and/or charge. Purchaser further agrees to waive any and all claims regarding the reasonableness of such
payment and will be liable to HUBER for reasonable attorneys' fees and/or court costs incurred by HUBER as a result of Purchaser's failure to pay the
charges listed in this paragraph.
Purchase Orders
All Purchase Orders are to be faxed or mailed to:
HUBER Technology, Inc.
1009 Airlie Pkwy
Denver, NC 28037
Phone: (704) 949-1010
Fax: (704) 949-1020
All Purchase Orders are subject to acceptance by HUBER and acceptance of HUBER's Standard Terms and Conditions.
HUBER Technology, Inc.
1009 Airlie Parkway, Denver, NC 28037
(704) 949-1010 - Fax (704) 949-1020 - huber@hhusa.net - www.huber-technology.com
A member of the HUBER Group
Page 8
HUBER Technology, Inc.
WASTE WATER Solutions
9. Submittals
HUBER will provide documentation to the Purchaser per the following schedule:
An electronic copy of the Submittals will be provided via HUBER Share 4-6 weeks after acceptance of a written purchase order.
Operation & Maintenance (O&M) manuals will be provided electronically via HUBER Share prior to equipment startup.
Printed hard copies of the submittals and/or O&M manuals are available at an additional cost.
CHANGES TO DELIVERY DATE MAY RESULT IF THESE ITEMS ARE NOT ADDRESSED (If applicable).
All necessary information including, but not limited to, up-to-date layouts, technical specifications, prints and pertinent specifications. These
must be in AutoCAD DWG, DXF, IGES or STEP format and be supplied within 1 Week (5 business days) of P.O. receipt, or equipment prices and
delivery may be impacted. A more specific date will be set upon the Seller's acknowledgment of the Buyer's order, and is subject to Seller's
timely receipt of all conformed drawings, specification, and other information necessary for the design, manufacture, and factory witness test
of the machine or product, if applicable. Seller shall not be liable to the buyer for any loss or damage direct or consequential due to any delay
in delivery.
Submittals: Submittals to be provided within 4-6 weeks of the executed PO and receipt of all required technical information. After receipt of
the approval submittal(s), they must be approved as is, or changes noted, and signed by the buyer. The buyer must return the signed approval
submittal(s) to HUBER Technology within 4 weeks (20 business days) of receipt. HUBER Technology will exercise its knowledge and experience
by performing an internal design review, bypassing a customer review process. This requirement may be required if the delivery date is to be
achieved. Any changes in the process after purchase order is issued may result in a later delivery date, change order, or an addendum to the
proposal. All changes must appear in writing using HUBER Technology C.O. (Change Order) form and signed by a representative of both HUBER
Technology and the buyer before any changes can be made.
Timing:
Project schedule is based upon the following: HUBER Submission of Approval Submittals to be within 6 weeks of executed PO and Customer
approval or changes noted on Approval Submittal within 4 weeks (20 business days) of Submittal receipt.
In cases where changes or comments are noted, HUBER to supply resubmittal within 4 weeks (20 business days) of receipt of comments.
Customer approval or changes noted on Approval Submittal within 2 weeks (10 business days) of Submittal receipt.
Any delays in the above approvals can impact overall project timing. HUBER Technology reserves the right to adjust project schedule based on
customer delays to these milestones. Please note, each day late can result in up to a 2 day delay to project delivery. [Example: Submittal
comments received 9 weeks after receipt (5 weeks (25 work days) past the due date) can result in up to a 10 week (50 work day) shift to the
delivery schedule.]
Delays in customer milestones exceeding 6 weeks are subject to re -quote. NOTE: Changes or comments not captured in the scope may require
a change order and can impact project schedule and cost.
Any delay in the above -referenced process that is not solely due to the Seller's omissions and errors shall not be a basis for delay damages.
Seller expressly reserves the right to increase costs and charge for costs relating to any delays not solely attributable for the Seller in the
submittal process.
10. Project Management
HUBER will assigned a Project Manager for the duration of the contract. Project Management services are included in this package and are as follows:
Main point of contact for communication, for submittals, and shall make adjustments at their discretion.
Provision of a complete critical path project schedule for HUBER equipment
Coordination with HUBER manufacturing on materials procurement and fabrication to and with HUBER shipping/logistics to ensure HUBER
commitments are maintained.
No contractual warranty or indemnity relating to any service performed by Project Manager is extended to HUBER, nor are any Project
Managers authorized to bind HUBER with any oral representations or statements in conflict with this Agreement.
If at any time prior to delivery of equipment, the Purchaser terminates this Agreement and/or refuses delivery, HUBER shall be entitled to receive all
costs incurred during the design and manufacturing of the equipment, all costs and expenses incurred in disposing of the equipment, all costs
resulting from the cancellation of any agreements with relevant suppliers and all anticipated overhead and profit on the equipment outlined in the
Agreement.
HUBER Technology, Inc.
1009 Airlie Parkway, Denver, NC 28037
(704) 949-1010 - Fax (704) 949-1020 - huber@hhusa.net - www.huber-technology.com
A member of the HUBER Group Page 9
HUBER Technology, Inc.
MORPAR l
WASTE WATER Solutions
12. DELIVERY.
HUBER shall not be liable for any damage as a result of any non -delivery or delay, including, without limitation, an act of God; act of Purchaser; act of
HUBER embargo; other government act, regulation or request; fire; accident; strike; war; boycott; slowdown; riot; or delay in transportation or
inability to obtain necessary labor, materials, or manufacturing facilities. HUBER will use its best efforts to meet promised delivery dates, but under
no circumstances shall HUBER be liable for any direct, or indirect, consequential, incidental, liquidated or other damages for delay in delivery.
Purchaser will notify HUBER within thirty (30) days after order acceptance of the scheduled delivery date. If Purchaser does not notify, a delivery
date of six (6) months, unless otherwise specified by HUBER, after notice to proceed and/or approval of submittals is agreed. For any delays by
Purchaser after commencement of manufacturing, a finance charge of 1.5 % per month of the contract value will be assessed to Purchaser.
HUBER reserves the right to substitute suitable alternative materials and components where necessary.
Where the services are to be performed on Purchaser's premises, Purchaser agrees to provide HUBER on a timely basis with such access, machine
downtime, utilities and equipment as HUBER shall reasonably require in order to perform the services in accordance with the Agreement. If
Purchaser fails to perform its obligations or shall fail to perform them in a timely manner, Purchaser acknowledges and agrees that HUBER shall be
entitled to delay performance of the services, without penalty or liability of any kind, until such time as Purchaser has complied in all respects with its
obligations and to increase the price for the services to reflect any increased cost to Huber caused by Purchaser's failure to perform or late
performance.
If delivery is delayed or deferred by Purchaser beyond the scheduled date, payment shall be due in full when HUBER is prepared to ship the goods or
perform the services. The goods may thereafter, at HUBER's option, be stored at the risk and expense of Purchaser. If HUBER undertakes storage of
the equipment, the Purchaser shall pay an additional $0.70 per sf. ft. of space and an additional weekly value for each week storage continues as
outlined below:
Total P.O Value
<_ $50,000
$50,001-$100,000
$100,001-$250,000
$250,001-$500,000
$500,001-$1,000,000
>$1,000,000
Value added storage fees
$175
$340
$625
$1,350
$2,700
Calculated per project
All amounts outlined above for storage shall be billed to the Purchaser at the time it is willing and able to accept delivery of the equipment. The
storage fee shall be due upon receipt of the HUBER invoice and is a condition precedent to delivery of the equipment.
HUBER may at certain times provide goods or services to Purchaser prior to the issuance, delivery and acceptance of a corresponding purchase order.
In such cases, these Terms and Conditions shall apply to such transactions and Purchaser shall be deemed to have accepted such Terms and
Conditions upon HUBER's delivery of goods or performance of services.
13. GOODS ACCEPTANCE.
It is HUBER's intent to deliver complete orders in good condition to the final destination dictated by the Purchaser. All equipment and components
delivered to the receiving location must be duly inspected upon receipt. Any visible damages must be noted on way -bill and followed up with a full
inspection within a period of seven (7) days from delivery date. If a written report is not submitted to HUBER within this period it is assumed that the
equipment was received in good condition, meets the specifications of the purchase order, constitutes unqualified acceptance by the Purchaser, and
Purchaser waives any rights to rejection or remediation of delivered equipment.
HUBER Technology, Inc.
1009 Airlie Parkway, Denver, NC 28037
(704) 949-1010 - Fax (704) 949-1020 - huber@hhusa.net - www.huber-technology.com
A member of the HUBER Group
Page 10
HUBER Technology, Inc.
MOORPARK
WASTE WATER Solutions
14. FIELD SERVICE.
"Field Service" refers to the services of a Huber factory -trained representative at the site of end -use for installation inspection, start-up, observation
and operator training. "Field Service" refers also to any subsequent investigations of warranty issues, operational difficulties, Purchaser complaints,
or requests for post -warranty service. Purchaser acknowledges that HUBER Field Service representatives shall make all arrangements necessary with
labor unions for their presence on the site. No contractual warranty or indemnity relating to Field Service is extended by HUBER, nor are its Field
Service representatives authorized to bind HUBER with any oral representations or statements in conflict with or addition to the governing contract
terms or any manual or instructions provided by HUBER. This paragraph shall apply to any and all initial and subsequent Field Service provided by
HUBER relating to the Goods sold to the Purchaser. Any field service work performed at site after expiration of the initial warranty period is
warranted for sixty (60) days after the work has been completed.
An authorized HUBER Service Technician will be scheduled to provide start-up and commission assistance. To meet demand, HUBER may, at its sole
discretion, source from an available international network of authorized technicians. HUBER is able to quote additional installation, start-up
supervision, and training, which is not specifically included in the scope of supply, at the Purchaser's written request. For such additional services
Purchaser shall pay $1,240 per day plus expenses, for eight (8) hours per day.
At the request of the Purchaser, overtime service will be provided at a rate of 1.5 times the regular rate for weekdays, and 2.0 times the
regular rate for weekends and/or holidays.
"Expenses" are defined as the costs of travel from HUBER's location to the point of installation and return; together with accommodation and
living expenses during the start-up period of field service. HUBER will make all reasonable efforts to provide a HUBER Representative located
within North America. However, some circumstances will require travel from Europe.
Charges for all time involved will be invoiced. The full net invoice is payable within thirty (30) days of receipt by Purchaser.
In the event of on -site delays which are beyond HUBER's control, including proper installation, training and start-up, additional charges will be
invoiced ($155/hour, plus expenses).
Please note that once startup services are scheduled, this time is reserved exclusively for that service(s). Cancellation and/or rescheduling
prior to the scheduled dates are subject to airline change fee(s) plus the differences in the cost for the new airline ticket(s) and any additional
expenses that may occur (including hotel cancellation fees and airline agent fees).
HUBER requires clients to maintain at least one employee or site representative onsite whenever a HUBER representative may be required to work.
This includes the commencement of work after normal business operation hours. It is the responsibility of site employee and or site representative
to maintain all regulated safety standards and requirements for the project site. If a site representative or site employee is unable to remain on site
after hours, HUBER Representatives will stop all work at that time to return when a site representative or employee is available to be on site.
Furthermore, if a HUBER Representative encounters an unsafe work environment that HUBER Representative is required to stop all work and report
the unsafe items to the site representative and stand by until these items are deemed safe for work to continue. As the schedule for work
commencement is set prior to the start of work any travel changes and or additional hours needed to complete the approved scope due to delay or
stoppage of work caused by actions or lack of action from the site representative of will require a change order and will be billed accordingly.
15. SHIPMENT/RISK OF LOSS.
Freight is delivered with duty paid (D.D.P.) to Job site. HUBER will use commercially reasonable efforts to meet delivery dates stated in advance of
actual shipment of goods or performance of services, but in no event shall such quoted delivery dates be deemed to represent fixed or guaranteed
delivery dates. Under no circumstances will HUBER be liable for any direct, or indirect, consequential, incidental, liquidated or other damages for
delay in delivery.
HUBER will make commercially reasonable efforts to maintain the following schedule:
Equipment delivery 22-30 weeks after approved submittals or notice to proceed.
Operation & Maintenance (O&M) manuals will be provided electronically via HUBER Share prior to equipment startup. Printed hard copies of
the 0&M manuals are available at an additional cost.
For any delays in delivery which are beyond HUBER's responsibility, a finance charge of 1.5% of the contract value per month and all direct
Costs incurred as a result of the delay will be due and payable to HUBER upon request/invoice. Under no circumstances, shall HUBER be liable
for any direct, or indirect, consequential, incidental, liquidated, or other damages for delay in delivery.
Method and route of shipment will be at the discretion of HUBER unless specified otherwise by Purchaser and agreed by HUBER, and any additional
expense of the method or route of shipment specified by Purchaser shall be borne by Purchaser. Claims for shortage or other quantity errors must
be made in writing to HUBER within seven (7) days after receipt of shipment. Failure to give such notice shall constitute unqualified acceptance and a
waiver of all such claims by Purchaser.
HUBER, in its sole discretion, may accommodate Purchaser requests for delivery of goods in installments if such requests are confirmed in writing by
HUBER. Such installment deliveries, when separately invoiced, shall be paid for when due per invoice without regard to subsequent deliveries. Delay
in delivery of any installment shall not relieve Purchaser of its obligations to accept remaining deliveries.
HUBER Technology, Inc.
1009 Airlie Parkway, Denver, NC 28037
(704) 949-1010 - Fax (704) 949-1020 - huber@hhusa.net - www.huber-technology.com
A member of the HUBER Group Page 11
HUBER Technology, Inc.
16. GOVERNMENT STANDARDS.
HUBER applies quality standards in our manufactured equipment that are designed to meet and comply with federal government occupational
safety, noise, sanitation and health standards. The Purchaser is solely responsible for compliance of the equipment and its operation with any state
or local laws, codes, ordinances, or regulations, unless otherwise specified by HUBER in its proposal.
17. LIMITED WARRANTY.
HUBER warrants that the equipment and components furnished will be free from defects in workmanship and materials and perform the general
process function intended, solely under the conditions defined by HUBER for a period of (a) twelve (12) months from completion of installation, start-
up or owner acceptance of the equipment assuming the equipment is accepted by the owner within 6 months of delivery or (b) eighteen (18)
months from the date of delivery to Purchaser, whichever date comes first. HUBER will replace, modify or repair, at its sole option, any such
defective component or equipment at no charge provided that HUBER is notified promptly in writing of any claimed defect. If requested by HUBER,
any such defective part or component shall be returned to HUBER, freight prepaid. HUBER will provide on -site Field Service when reasonably
assured of payment therefore if this warranty does not apply or when such service is required in its judgments. This warranty does not apply to any
defect or malfunction arising out of failure to store, install, operate or maintain the equipment in accordance with instructions by HUBER. Warranty
shall be voided for any misuse of equipment; operation under conditions other than those defined by HUBER in its operation and maintenance
(O&M) manuals for said equipment, or gross operator negligence. Any unauthorized modification or alteration of the equipment or repair or
replacement of components may void this warranty, at the sole option of HUBER. For any billable repairs completed outside of the initial warranty
period, a sixty (60) day guarantee on work performed and parts supplied will apply.
HUBER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE DESIGN, SALE, MERCHANTABILITY OR FITNESS OF THE GOODS
FOR A PARTICULAR PURPOSE OR USE EXCEPT AS EXPRESSLY SET FORTH IN HUBER'S TERMS AND CONDITIONS. HUBER IS NOT SUBJECT TO ANY OTHER
OBLIGATIONS OR LIABILITIES ARISING OUT OF BREACH OF CONTRACT OR WARRANTY, TORT CLAIMS INCLUDING NEGLIGENCE, GROSS NEGLIGENCE
AND STRICT LIABILITY, OR ANY OTHER THEORIES OF LAW. HUBER IS UNDER NO EVENT LIABLE FOR ANY SPECIFIC, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL LOSS, DAMAGES, EXPENSE, INJURY, DISMEMBERMENT, OR DEATH OF ANY KIND WHATSOEVER.
18. EXCLUSIVE REMEDIES.
Purchaser acknowledges that its sole and exclusive remedies for breach of the Limited Warranty shall be replacement or repair by HUBER of any
defective part or component, and payment of the reasonable out of pocket costs incurred in connection with replacement or repair if such costs are
approved in advance by HUBER, or refund of 80% of the purchase price if HUBER, in its sole discretion, concludes the equipment cannot be repaired
or replaced. This remedy excludes any other direct, indirect, consequential, incidental, special or other form of damages. It also excludes any
extraordinary costs for removal or re -installation of HUBER equipment, such as crane rental, structural alteration, or demolition, necessitated by
building design or configuration.
19. LIMITATION OF LIABILITY/INDEMNITY.
HUBER's liability on any claim other than Limited Warranty claim as outlined in Paragraph 18, including but not limited to any loss or damage arising
out of any transactions under this Agreement or from the performance or breach thereof or connected with any goods or services supplied
hereunder, or the sale, resale, operation or use of goods, whether based on agreement, tort (including negligence) or other grounds, shall not
exceed 100% of the purchase price of such goods or services or part thereof involved in the claim, regardless of cause or fault. This limitation of
liability and remedies reflects a deliberate and bargained -for allocation of risks between HUBER and Purchaser and constitutes the basis of the
parties' bargain, without which HUBER would not have agreed to the price or terms of this transaction. EXCEPT FOR A CLAIM UNDER THE LIMITED
WARRANTY DURING THE WARRANTY PERIOD, IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED
100% OF THE PURCHASE PRICE.
HUBER Technology, Inc.
1009 Airlie Parkway, Denver, NC 28037
(704) 949-1010 - Fax (704) 949-1020 - huber@hhusa.net - www.huber-technology.com Page 12
A member of the HUBER Group
HUBER Technology, Inc.
MOORPARK
WASTE WATER Solutions
HUBER SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR
OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS
OF USE OF GOODS OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES,
DOWNTIME COSTS, OR CLAIMS OF PURCHASERS OF PURCHASER FOR SUCH DAMAGE. In addition, if HUBER furnishes Purchaser with advice or other
assistance regarding any goods or services supplied hereunder, or any system or equipment in which any such goods may be installed, and which is
not required pursuant to this transaction, the furnishing of the advice or assistance will not subject HUBER to any liability, whether based on
agreement, warranty, tort (including negligence) or other grounds.
In the event Purchaser modifies HUBER goods or incorporates HUBER goods into another product or component part, Purchaser agrees to hold
harmless and indemnify Huber from any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) involving personal
injury or property damage. Purchaser also agrees to hold harmless and indemnify HUBER from any patent or other intellectual property claims
related to (i) any HUBER goods made in accordance with Purchaser's designs or specifications; or (ii) the use of any drawings provided to HUBER by
Purchaser for use in the manufacture, production or assembly of such goods.
20. TITLE.
Notwithstanding delivery, installation or start-up, title to all equipment furnished shall remain solely with HUBER until the full purchase price is paid
by Purchaser. Until such time, HUBER may enter the premises where such equipment is then located and repossess and remove such equipment by
any lawful means as this is the property of HUBER Technology. Purchaser agrees to do all acts deemed necessary or desirable or requested by
HUBER to maintain HUBER's rights in, and title to such equipment.
21. WAIVER.
The failure of Huber to insist in any one or more instances, upon the performance of any of the Terms and Conditions as set forth herein or the
failure of HUBER to exercise any of its rights hereunder shall not be construed as a waiver or relinquishment of any such terms, conditions or rights
and shall not effect HUBER's right to insist on strict performance and compliance with regard to any future performance of these Terms and
Conditions.
22. ASSIGNMENT, WAIVER, ENTIRE AGREEMENT, SEVERABILITY.
Neither party shall assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other party, which
such consent shall not be unreasonably withheld, except that either party may assign or delegate its rights or obligations hereunder to an Affiliate
without the other party's consent. As used herein, the term "Affiliate" shall mean any entity that directly or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with the entity specified. Huber may terminate this Agreement upon written
notice to Purchaser without any further liability to Purchaser if there is a change of control of Purchaser. The Agreement constitutes the entire
agreement between the parties with respect to its subject matter, and supersedes all prior oral or written representations or agreements by the
parties with respect to the subject matter of this Agreement. Neither the Agreement nor any of its provisions may be modified, amended or waived,
whether orally, through the parties' course of performance, course of dealing or course of conduct, or manifested in any other way, unless in writing
and signed by an authorized officer of Huber. It is the express intention of the parties that such requirement for written modifications, amendments
or waivers be strictly enforced notwithstanding judicial precedent or statutory provisions to the contrary. Any provision found invalid or
unenforceable will not affect the validity or enforceability of any other provision and the invalid provision may be judicially modified to the extent
enforceable.
HUBER Technology, Inc.
1009 Airlie Parkway, Denver, NC 28037
(704) 949-1010 - Fax (704) 949-1020 - huber@hhusa.net - www.huber-technology.com Page 13
A member of the HUBER Group
Official site of the City of Fort Worth, Texas
ACITY COUNCIL AGEND FORT WO RT Ij
Create New From This M&C
DATE: 12/10/2024 REFERENCE **M&C 24- LOG NAME: 60ENVIRONMENTAL
NO.: 1129 IMPROV INC HUBER
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of Sole Source Agreement with Environmental Improvements,
Inc. to Purchase Three Huber Strain Press Units for the Water Department in the Amount
Up to $712,673.00 and Adopt Appropriation Ordinance to Effect a Portion of Water's
Contribution to Fiscal Years 2025-2029 Capital Improvement Program
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of a sole source agreement with Environmental Improvements, Inc. to
purchase three Huber Strain Press Units for the Water Department in the amount up
to $712,673.00 for the Huber Strain Purchase project (City Project No. 105978); and
2. Adopt the attached Appropriation Ordinance increasing estimated receipts and appropriations
in the Water and Sewer Capital Projects Fund in the amount of $1,200,000.00 transferred
from available PayGo funds within the Water and Sewer Fund, for the purpose of funding
Huber Strain Purchase project (City Project No. 105978) to Effect a portion of Water's
Contribution to Fiscal Years 2025-2029 Capital Improvement Program.
DISCUSSION:
The Water Department intends to purchase three Huber Strain Press Units for installation at the
Village Creek Wastewater Treatment. This equipment will be used to remove trash, fibers, and grit
from primary sludge, resulting in improved plant and digester operations and less reactive
maintenance related to debris accumulation and unclogging other equipment.
Environmental Improvements, Inc. is the sole source distributor in Texas of HUBER products, parts
and services.
In addition to the contract amount of $487,327.00 is necessary for staff to install the equipment prior
to the vendor overseeing their placement in service. This project will have no impact on the Water
Department's operating budget when completed.
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 the Water's portion of the City of Fort Worth's Fiscal Years 2025-2029 Capital Improvement
Program, as follows:
60ENVIRONMENTALIMPROVINCHUMBER
Capital project FY2025 CIP Budget Revised
Fund Name Appropriations Authority Adjustment FY2025
Name Budget
W&S 105978—
Capital Huber
Projects Strain $0.00 This M&C $1,200,000.00 $1,200,000.00
— Fund Purchase
56002
Funding is budgeted in the Transfer to Water/Sewer account of the Water and Sewer operating
budget for the purpose of funding the Huber Strain Purchase within the Water & Sewer Capital
Projects Fund.
FY2025 — Water PAYGO Appropriations per City Ordinance 27107-09-2024
FY2025
Original
Adopted
PayGo
FY2025
Amended
Paygo
(includes any
council
actions
subsequent to
budget
adoption)
YTD PayGo
Approved
for/Moved to
Capital Projects
This M&C
FY2025
Remaining
PayGo
Balance
$92,597,771.00 $92,597,771.00 ($25,339,026.00) ($1,200,000.00) $66,058,745.00
Note: there may )e other pending actions or recently approved actions that are not reflected in the
table due to timing.
Appropriations for the Huber Strain Purchase project are as depicted below:
Fund Existing Additional Project Total*
Appropriations Appropriations
Water & Sewer
Capital Fund $0.00 $1,200,000.00 $1,200,000.00
56002
Project Total $0.00 $1,200,000.00 $1,200,000.00
DVIN-BE: This project was approved for a waiver per the Chapter 252 exemption, as a sole source
by the Legal Department. Therefore, the business equity goal requirement is not applicable.
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 Fort Worth City Code.
AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and
expires upon successful start-up of the equipment, save for any maintenance component of the
contract.
This project is located in ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the Water & Sewer Fund, and upon
approval of the above recommendations and adoption of the attached appropriation ordinance, funds
will be available in the W&S Capital Projects Fund for the Huber Strain Purchase project to support
the approval of the above recommendations and execution of the agreement. Prior to any
expenditure being incurred, the Water Department has the responsibility to validate the availability of
funds.
TO
Fund Department Account Project
ID ID
FROM
Fund Department Account Project
ID ID
Submitted for City Manaqer's Office by_
Program Activity Budget Reference # Amount
Year (Chartfield 2)
Program Activity Budget Reference # Amount
Year (Chartfield 2)
William Johnson (5806)
Originating Department Head:
Chris Harder (5020)
Additional Information Contact: Chris Harder (5020)
ATTACHMENTS
1295 E12 re Huber Products.pdf (CFW Internal)
25-105978 (SS Huber Strain Press)Waiver-NS.pdf (CFW Internal)
60ENVIRONMENTAL IMPROV INC HUBER FID Table (WCF 11.19.24).xlsx (CFW Internal)
60ENVIRONMENTAL IMPROV INC HUBER funds avail.docx (CFW Internal)
Approved Chapter 252 Exemption Form Huber Stainpress 430.pdf (CFW Internal)
Completed Form.PDF (CFW Internal)
ORD.APP 60ENVIRONMENTAL IMPROV INC HUBER 56002 AO25(r2).docx (Public)