HomeMy WebLinkAboutContract 63304City Secretary Contract No. 63304
FORTWORTH,
*Ir
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") and may also individually be referred
to as a "Party" and collectively referred to as the "Parties."
1. Scoue of Services. Vendor will provide City with gas compressor rehabilitation,
inspection, and repair services ("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 will begin on the date that this Agreement is executed
by the City's Assistant City Manager ("Effective Date") and will end at the earlier of expiration of the
funds, completion of the project, or September 30, 2029.
3. Comuensation. City will pay Vendor in accordance with the provisions of this Agreement,
as detailed in Attachment A. Total compensation under this Agreement will be in an amount up to Two
Million Seven Hundred Thousand Dollars ($2,700,000.00). 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-annronriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
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 Oblisations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY Page 1 of 11
FT. WORTH, TX
City Secretary Contract No.
Vendor will return all City provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third parry without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
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
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
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officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANISAAD EMPLOYEES, FROMAAD A GA INS T A NY A AD ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPER TYDAMAGE OR LOSS (INCL UDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
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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. Comuliance with Laws. Ordinances. Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
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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: 678-3 54-5 519
14. Solicitation of EmDlovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
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 Parry provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting parry will not be employed in the interpretation of this
Agreement or 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 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. Ownershin of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Comnanv Name or Ownershin. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
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 Bovcottine Enerev 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 Parry. 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:6:�e
Title: Assistant City Manager
Date: 05/17/2025
APPROVAL RECOMMENDED:
By: K'91 6� "
NameClCh*)Ha er (May 14, 202515:18 CDT)
Title: Water Director
ATTEST:
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By:
Name:Imette Good/� all
Title: City Secretary
VENDOR:
Synergy Refrigeration, Inc.
By:
Name:
Title:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
By: Q f
Name$hStdtopar anglloddy 14, 2025 14:26 CDT)
Title: Sr. Contract Compliance Specialist
APPROVED AS TO FORM AND LEGALITY:
By:
4&-Oor—
Name:D9Ngjrg Bhv*May 14, 202517:51 CDT)
Title: Sr. Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 24-1065
Form 1295:2024-1239000
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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ATTACHMENT A
SCOPE OF SERVICES
AND
FEES AND COSTS
See next page.
Vendor Services Agreement Page 11 of 11
Proposal for
City of Fort Worth
Gas Compressor Rehabilitation Services
Class 1 Div 2 Group D electrical classification
"hybrid"
Proposal No. 60530B
April 25, 2025
Digester Gas Screw Compressor Package
Turbine Gas Screw Compressor Package
Synergy
Design I Installation I Controls I ,Service
The information contained herein is proprietary to SYNERGY Refrigeration and its contents shall not be duplicated or
disclosed to anyone outside of Village Creek Waste Water Reclamation Facility without the express written consent of
SYNERGY Refrigeration, Inc. Acceptance of this document shall be deemed as consent to these conditions.
Table of Contents
1. SYNERGY REFRIGERATION COMMITMENT
....................3
2. PROJECT OVERVIEW: ................................................................ 3
2.1. PROJECT SCOPE: ... ... ... ... ...........................................
4/10
3. CLARIFICATIONS ....................................................10
4. EXCEPTIONS .........................................................................
10/11
5. QUALIFICATIONS ....................................................11
6. PRICING ...................................................................
12
7. PROPOSAL VALIDITY .............................................................. 12
8. DELIVERY: .................................................................................... 12
9. PAYMENT TERMS ...................................................................... 12
10. TERMS AND CONDITIONS .................................. 13/14
Appendix
1. SYNERGY Refrigeration Commitment
SYNERGY is committed to providing solutions that are tailored to our customer needs. The
comprehensive resource package offered by SYNERGY includes the following:
• Compressor Rebuilding Services
• Superior Engineering, Design and Technical Support
• Extensive Industry experience
• Integrated Service Programs including Safety Audits, Preventative Maintenance, and 24/7
Service Support
• Reliable Equipment and Parts availability
We hope that the following proposal will meet your expectations.
2. Project Overview:
The City of Fort Worth is requesting Synergy Refrigeration provide them a proposal for the upgrade of
control panels on the Digester Gas Screw Compressor Skid Packages and the Turbine Screw Compressor
package. This design will follow Class 1 Div 2 Group D requirements, and the Control panels will be
mounted at least 5' from each compressor skid. Instrumentation and wiring within 5' of the compressor
skid will be wired as Class 1 Div 1.
3-Disgester Gas Screw Compressor Packages
Turbine Gas Screw Compressor Package
2.1. Project Scope:
As per the City of Fort Worth request, Synergy Refrigeration is pleased to quote the following services.
Digester Gas Screw Compressors Mechanical Upgrades
Each compressor will receive the following:
• New Viking oil pump
• Oil flush and new oil charge.
• New Oil Coalescer, oil filters,
• Vibration analysis.
• New Temperature and Pressure gauges
• New Oil Heater
• Compressor tagging and labeling.
• Block and Bleed valves for new instrumentation.
• All installation labor is included.
Digester Gas Screw Compressor Controls Upgrade
(1) New Digester System Master PLC control panel located in the electrical room:
• 1- MCP (Master Control Panel) w 17" SCADA touchscreen
• NEMA 12 wall mount control Panel with full electrical drawings and documentation
• UL Listed control panel.
• Allen Bradley CompactLogix PLC processor to communication with each local compressor PLC
panel
• All required digital IO cards and communication modules.
• Sequencing and overview of (3) digester compressors with historical data
• Ethernet communications for plant integration
• All required drawings and documentation
• (1) lot of spare parts
DIGESTER COMPRE55OR MCP
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(3) Compressor local control PLC panels and instrumentation
• NEMA 4 Class 1 Div 2 Group D wall mount control Panel with full electrical drawings and
documentation
• UL Listed control panel.
• Allen Bradley CompactLogix PLC processor for local control of the compressor
• Panelview Plus 15" touch screen display
• All required digital IO cards and communication modules.
• Ethernet communications for integration with MCP
• All required drawings and documentation
• Replacement of all existing compressor sensors using industry standard class 1 Div 2 Group D
sensors
• (1) lot of spare parts
COMPRESSOR CONTROL PANEL
CP-010
SYNERGY
BALL O[LUN0. GA 3010i
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Digester Compressor Controls Electrical Installation Class 1 Div 2 Group D
• Demo existing control cabinet in the electrical room.
• Install (1) individual control cabinet for each of the (3) gas compressors mounted at least 5' from
the skid frame.
• Electrical installation within 5' of the compressor to be rated at Class 1 Div 1
• Furnish and install aluminum conduits and wire from Panel LGCB, RTU-47 and MCCGCA
• to the (3) gas compressors for data and some controls.
• Remove existing control devices at each of the (3) gas compressors and replace them.
• with new devices.
• Furnish and install stainless steel cable tray to each compressor panel for securing and
managing the cables.
• On each gas compressor, replace control wires from the existing devices with new wiring and
devices.
• Replace existing flexible raceways at devices as needed.
• Terminate and label all control wires.
Schedule:
Panels to be shipped 16-18 weeks after drawing approval.
Electrical installation: 21 days prep work
Electrical installation: 5 days per compressor, 2 days startup per compressor.
Turbine Gas Screw Compressors Mechanical Upgrades
Each compressor will receive the following:
• New oil pump
• Oil flush and new oil charge.
• New Oil Coalescer, oil filters,
• Vibration analysis.
• New Temperature and Pressure gauges
• New Oil Heater
• Compressor tagging and labeling.
• Block and Bleed valves for new instrumentation.
• All installation labor is included.
Main Oil Separator
Secondary Oil Separator
Turbine Screw Compressor Controls Upgrade
(1) New Turbine compressor System Master PLC control panel located in the electrical room:
• 1- MCP (Master Control Panel) w 17" SCADA touchscreen
• NEMA 12 wall mount control Panel with full electrical drawings and documentation
• UL Listed control panel.
• Allen Bradley CompactLogix PLC processor to communication with each local compressor PLC
panel
• All required digital IO cards and communication modules.
• Sequencing and overview of (2) turbine compressors with historical data
• Ethernet communications for plant integration
• All required drawings and documentation
DIGESTER COMPRESSOR MCP
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(2) Compressor local control PLC panels and instrumentation
• NEMA 4 Class 1 Div 2 Group D wall mount control Panel with full electrical drawings and
documentation
• UL Listed control panel.
• Allen Bradley CompactLogix PLC processor for local control of the compressor
• Panelview Plus touch screen display
• All required digital IO cards and communication modules.
• Ethernet communications for integration with MCP
• All required drawings and documentation
• Replacement of all existing compressor sensors using industry standard class 1 Div 2 Group D
sensors
• (1) lot of spare parts
SYNERGY
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COMPRESSOR CONTROL PANEL
CP-01 ❑
Turbine Compressor Controls Electrical Installation for Class 1 Div 2 Group D
• Demo the underground wires and cables pertaining to the controls for the MyCom.
compressor skid.
• Install (2) control cabinets, on the MyCom compressor skid.
• Furnish and install new conduits from the existing underground conduits to the new
Compressor control cabinets on the side of the MyCom compressor skid.
• Install (1) individual control cabinet on each of the (2) gas compressors mounted at least 5' from
the skid frame.
• Electrical installation within 5' of the compressor to be rated at Class 1 Div 1
• Furnish and install aluminum conduits and wire from Panel LGCB, RTU-47 and MCCGCA
to the (2) gas compressor for data and some controls.
• Remove existing control devices at each of the (2) gas compressors and replace them with new
devices.
• Furnish and install stainless steel cable tray on each of the gas compressors for securing and
managing the cables.
• On each gas compressor, replace control wires from the existing devices with new wiring and
devices.
• Replace existing flexible raceways at devices as needed.
• Terminate and label all control wires.
Schedule:
Panels to be shipped 16-18 weeks after drawing approval.
Electrical installation: 21 days prep work
Electrical installation: 5 days per compressor, 2 days startup per compressor.
3.Clarifications
• Pricing is based on all work being completed Monday through Friday 7:00 am through
3:30pm.
• Impacts of New Tariffs Issued or Changes to Existing Tariffs: Due to the possibility of
implementation or increasing tariffs, this quote validity is subject to cancellation without notice in
the event a tariff action negatively impacts the Synergy Refrigeration supply chain or production
process. Synergy Refrigeration shall be entitled to cancel this quote or make reasonable
adjustments of the Price(s) to the extent the cost increase is directly or indirectly related to new
tariffs or changes to existing tariffs.
• Products included in this Proposal are valued (based on current Commodity Pricing) at the time of
the Bid. An Increase in the price of Raw Materials between the estimate time and time of official
award of the project will require a Change in the final price to complete the project.
• Only one set of spares for both PLC's
• As a result of our meeting on 2/19, the design will change to Class 1 Division 2 Group D and the
original scope listed on document 7-RFP-05 does not apply.
The United States Government has begun to impose tariffs on imported finished goods,
components, and materials, particularly those sourced from China and Mexico. Due to the
possibility of new tariffs being implemented or changes to existing tariffs, all quotes issued by
Synergy Refrigeration are subject to review. If a manufacturer increases pricing as a direct result
of tariffs, we reserve the right to adjust pricing accordingly. In such cases, we will notify you
immediately of any additional charges. To comply with these regulations, tariff charges will be
listed as a separate line item on invoices if additional charges are applied due to a tariff.
We remain committed to mitigating these impacts by working closely with our manufacturers and
monitoring regulatory developments. Should tariffs be reduced or removed, we will make
adjustments accordingly.
4.Exceptions
The following items are excluded from scope of work:
• Taxes
• All fire alarm system modifications
• All security system components or modifications
• Overtime and Holidays
• Electrical permit (if applicable)
• Trash or recycling bin.
6.2025 Pricing:
Net Pricing for the Services listed above.
Class 1 Div 2 Group D "Hybrid"
6053OB-A Digester Compressor Upgrade...............................$1,423,321.00
6053OB-B Turbine Compressor Upgrade..................................$908,296.00
7. Proposal Validity
This proposal is valid for 30 Days.
8. Delivery:
Based on our current backlog and the equipment lead times quoted to us by our vendors, we can
ship the major equipment and stand material in 16 to 18 weeks from the date of purchase order
acceptance and drawing approval.
Please note that the final delivery date will be confirmed to the City of Ft Worth upon receipt and
acknowledgment of Purchase Order and confirmation from our vendors.
9. Payment Terms
• 25% downpayment with order
• 25% payment due upon equipment shipment net 30 days
• 25% payment due upon mobilization for pre -shutdown work net 30 days
• 15% payment due upon electrical pre -shutdown work completion net 30 days
• 10% payment due upon startup net 30 days
Parts required to provide these services will be ordered once a purchase order is received for the
services you requested below.
PRODUCT TERMS AND CONDITIONS OF SALE SYNERGY
These terms and conditions, the attendant quotation or acceptance of order issued by Seller (as defined hereafter), and all documents incorporated by
reference therein, bind the Buyer (as defined hereafter) for the provision of services ("Services") and/or the sale of goods, including (except as
provided in Section 11) firmware incorporated therein ("Goods"), to be provided hereunder by seller (i.e. SYNERGY Refrigeration, Inc.) ("Seller"), and
the buyer as described in Seller's quotation or acceptance of order ("Buyer').
PRICES: Unless otherwise specified by Seller, Seller's price for the Goods and/or Services shall remain in effect for thirty (30) days after the date of
Seller's quotation or acceptance of the order for the Goods/Services, whichever is delivered first, provided an unconditional, complete authorization for
the immediate manufacture and shipment of the Goods and/or provision of Services pursuant to Seller's standard order processing procedures is
received and accepted by Seller within such time period. If such authorization is not received by Seller within such thirty (30) day period, Seller shall
have the right to change the price for the Goods/Services to Seller's price in effect for the Goods/Services at the time the order is released to final
manufacture. Notwithstanding any of the foregoing to the contrary, if the order is not placed within thirty days after the date of Seller's quotation or
acceptance of the order, the price for Goods/Services sold by Seller, but manufactured/provided by others, shall be Seller's price in effect at the time
of placement of the order by Buyer.
1. DELIVERY AND DOCUMENTATION: All shipping/service dates are approximate and are based upon Seller's prompt receipt of all necessary
information from Buyer to properly process the order. Unless otherwise expressly stated in the quotation or order acceptance, Goods shall be deemed
delivered FOB Seller's facility, Kennesaw, Georgia. Seller shall provide Buyer with that data/documentation which is specifically identified in the
quotation or order acceptance. In the event that both a quotation and an order acceptance have been issued by Seller, then the order acceptance shall
take priority. If additional copies of data/documentation or nonstandard data/documentation are to be provided by Seller, they shall be provided to
Buyer at Seller's price then in effect.
2. EXCUSE OF PERFORMANCE: Seller shall not be liable for delays in performance or for non-performance due to acts of God, war, acts of terrorism,
riot, fire, labor trouble, unavailability of materials or components, explosion, accident, compliance with governmental requests, laws, regulations, orders
or actions, or other unforeseen circumstances or causes beyond Seller's reasonable control.
3. TERMINATION AND SUSPENSION OF BUYER: Buyer may terminate or suspend its order for any or all of the Goods/Services covered by the
Agreement, provided that Buyer gives Seller reasonable advance written notice of such termination or suspension and reimburses Seller for all losses,
damages, costs and expenses arising from such termination or suspension.
4. LIMITED WARRANTY: Subject to the limitations contained in Section 6 and except as otherwise expressly provided herein,
Seller warrants that the firmware and software included with the delivered Goods will execute the programming instructions provided by Seller, and that
the Goods manufactured or Services provided by Seller will be free from defects in materials or workmanship under normal use and care until the
expiration of the applicable warranty period. Goods are warranted for twelve (12) months from the date of initial installation or eighteen (18) months
from the date of shipment by Seller, whichever period expires first. Consumables and Services are warranted for a period of 90 days from the date of
shipment or completion of the Services. Goods and Services purchased by Seller from a third party for resale to Buyer ("Resale Products") shall carry
only the warranty extended by the original manufacturer. Buyer agrees that Seller has no liability for Resale Products beyond making a reasonable
commercial effort to arrange for procurement and shipping of the Resale Products. If Buyer discovers any warranty defects and notifies Seller thereof
in writing during the applicable warranty period, Seller shall, at its option, promptly correct any errors that are found by Seller in the firmware, software
or Services, or repair or replace F.O.B. point of manufacture that portion of the Goods or firmware or software found by Seller to be defective, or refund
the purchase price of the defective portion of the Goods/Services/Resale Products. All replacements or repairs necessitated by inadequate
maintenance, normal wear and usage, unsuitable power sources, unsuitable environmental conditions, accident, misuse, improper installation,
modification, repair, storage or handling, or any other cause not the fault of Seller are not covered by this limited warranty, and shall be at Buyer's
expense. Seller shall not be obligated to pay any costs or charges incurred by Buyer or any other party except as may be agreed upon in writing in
advance by an authorized Seller representative. All costs of dismantling, reinstallation and freight and the time and expenses of Seller's personnel for
site travel and diagnosis under this warranty clause shall be borne by Buyer unless accepted in writing by Seller. Goods repaired and parts replaced
during the warranty period shall be in warranty for the remainder of the original warranty period. This limited warranty is the only warranty made by
Seller and can be amended only in writing signed by an authorized representative of Seller.
Except as otherwise expressly provided in the Agreement, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, and OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE
GOODS OR SERVICES.
5. LIMITATION OF REMEDY AND LIABILITY: SELLER SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN
PERFORMANCE. THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY HEREUNDER SHALL BE LIMITED TO REPAIR,
CORRECTION, REPLACEMENT OR REFUND OF PURCHASE PRICE UNDER THE LIMITED WARRANTY CLAUSE IN SECTION 5. IN NO EVENT,
REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION (WHETHER BASED IN
CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), SHALL SELLER'S LIABILITY TO BUYER
AND/OR ITS CUSTOMERS EXCEED THE PRICE TO BUYER OF THE SPECIFIC GOODS MANUFACTURED OR SERVICES PROVIDED BY
SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. BUYER AGREES THAT IN NO EVENT SHALL
SELLER'S LIABILITY TO BUYER AND/OR ITS CUSTOMERS EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR
PUNITIVE DAMAGES. THE TERM "CONSEQUENTIAL DAMAGES" SHALL INCLUDE, BUT NOT BE LIMITED TO, LOSS OF ANTICIPATED
PROFITS, LOSS OF USE, LOSS OF REVENUE AND COST OF CAPITAL.
6. PATENTS: Subject to the limitations contained in Section 6, Seller shall defend any suits brought against Buyer based on a claim that use of the
Goods manufactured by Seller constitutes an infringement of a valid patent of the United States and shall pay any damages awarded therein against
Buyer, provided that Buyer: 1) promptly notifies Seller in writing of the filing of such suit or the threat thereof, 2) permits Seller to control completely the
defense or compromise of such claim of infringement, and 3) provides all reasonable assistance and cooperation requested by Seller for the defense of
such suit. In the event that only the Goods manufactured by Seller are held to be infringing in such suit and their use is enjoined, Seller shall, at its sole
option and expense, provide a commercially reasonable alternative, including, but not limited to, procuring for Buyer the right to continue using the
Goods, replacing them with non -infringing product or modifying them so they become non -infringing. Buyer agrees that Seller shall not be liable for
infringement, and that Buyer shall fully indemnify Seller therefore, if infringement is
based upon the use of Goods in combination with goods not manufactured by Seller or in a manner for which the Goods were not designed by the
Seller or if the Goods were not designed by the Seller or if the Goods were designed by the Buyer or were modified by or for the Buyer in a manner to
cause them to become infringing.
7. INSTALLATION: Unless otherwise provided for in the quotation or order acceptance, Buyer shall be responsible for receiving, storing, installing,
starting up and maintaining all Goods. Seller shall provide a quotation for services to assist Buyer in these functions if requested.
8. TAXES: Any tax or governmental charge payable by the Seller because of the manufacture, sale or delivery of the Goods, or provision of Services,
may at Seller's option be added to the price herein specified. The foregoing shall not apply to taxes based upon Seller's net income.
9. TERMS OF PAYMENT: Subject to the approval of Seller's Credit Department, terms are net 30 days from date of Seller's invoice (to be issued upon
shipment) in U.S. currency, except for applicable milestone payments covered below or export shipments for which Seller may require other
arrangements. If any payment owed to Seller hereunder is not paid when due, it shall bear interest, compounded monthly, at the rate of one and a half
percent (1.5%) per month, but in no event to exceed the maximum rate permitted by law, from the date on which it is due until it is received. Seller shall
have the right, among other remedies, either to terminate the Agreement or to suspend further deliveries under this and/or other agreements with
Buyer in the event Buyer fails to make any payment hereunder when due. Buyer shall be liable for all expenses attendant to collection of past due
amounts, including attorney's fees. Unless otherwise provided in Seller's written quotation, periodic milestone payments shall be made by Buyer when
the purchase price of this Agreement exceeds $100,000.00. In such cases, invoices shall be issued by Seller and paid by Buyer as follows. 50% of the
total price shall be due and payable upon execution of the contract or order by both parties. The remainder of the price shall be due Net 30 days upon
shipment of the Goods. If installation and start up are included in the contract, 40% of the total price shall be due Net 30 days upon shipment of the
Goods, with the final 10% due Net 30 days after completion of such installation and start up. Seller reserves the right to designate additional Milestones
where the Agreement provides for Services in excess of $50,000.00.
10. SOFTWARE AND FIRMWARE: Notwithstanding any other provision herein to the contrary, Seller or applicable third party owner shall retain all
rights of ownership and title in its respective firmware and software, including all copyrights relating to such firmware and software and all copies of
such firmware and software. Except as otherwise provided herein, Buyer is hereby granted a site license where the Goods are first used. Buyer may
negotiate with Seller separate licenses to use such copies and firmware and software at another plant sites. Buyer's use of certain firmware (as
specified by Seller) and all other software shall be governed exclusively by Seller's and/or third party owner's applicable license terms.
11. BUYER SUPPLIED DATA: To the extent that Seller has relied upon any specifications, information, representation or operating conditions or other
data or information supplied by Buyer to Seller in the selection or design of the Goods and/or provision of the Services and the preparation of Seller's
quotation and/or order acceptance, and in the event that actual operating conditions or other conditions differ from those represented by Buyer and
relied upon by Seller, any warranties or other provisions contained herein which are affected by such conditions shall be null and void, unless
otherwise mutually agreed upon in writing.
12. TRADE SECRET PROPRIETARY INFORMATION AND CONFIDENTIALITY: The Buyer agrees that he/she/it may gain
access to and receive trade secret proprietary, confidential information from Seller, including but not limited to equipment and goods manufactured by
Seller, software or firmware programs, drawings and illustrations, during the course of this sale. Buyer agrees that he/she/it will not copy or reproduce
said trade secret, proprietary information, including Goods and Services, or otherwise use or market said trade secret, proprietary information for
his/her or its further benefit unless expressly authorized by Seller. Buyer also agrees to return any trade secret, proprietary information temporarily
provided Buyer for planning, installation or similar purposes to Seller upon the completion of this sale agreement.
13. GENERAL PROVISIONS: (a) Buyer shall not assign its rights or obligations under this Agreement without Seller's prior written consent. (b) There
are no understandings, agreements or representations, express or implied, not specified in this Agreement. (c) No action, regardless of form, arising
out of transactions under this Agreement (other than with regard to the provisions contained in Paragraphs 11 and 13), may be brought by either party
more than two (2) years after the cause of action has accrued. (d) any modification of these terms and conditions must be set forth in a written
instrument signed by a duly authorized representative of Seller. (e)GOOD S AND SERVICES PROVIDED HEREUNDER ARE NOT SOLD OR
INTENDED FOR USE IN ANY NUCLEAR OR NUCLEAR RELATED APPPLICATIONS. Buyer (i) accepts Goods and Services in accordance with the
restriction set forth in the immediately preceding sentence, (ii) agrees to communicate such restriction in writing to any and all subsequent purchasers
or users and. (f) The 1980 United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. (g) If any of
the provision of the Agreement is invalid under any statute or rule of law, such provision, to that extent only, shall be deemed to be omitted without
affecting the validity of the remainder of the Agreement.
Seller's Initials Buyer's Initials
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 12/10/2024 REFERENCE **M&C 24- LOG NAME:
NO.: 1065
CODE: P TYPE: CONSENT PUBLIC
HEARING:
Official site of the City of Fort Worth, Texas
Fo TWORm
11"
13P RFP 24-0248 GAS
COMPRESSOR
REHABILITATION WTR CB
Keel
SUBJECT: (ALL) Authorize Execution of Agreement with Synergy Refrigeration, Inc. for a One -Time
Purchase of Gas Compressor Rehabilitation, Inspection, and Repair Services in an
Amount Up to $2,700,000.00 for the Water Department
RECOMMENDATION:
It is recommended that the City Council authorize execution of an agreement with Synergy
Refrigeration, Inc. for a one-time purchase of gas compressor rehabilitation, inspection, and repair
services in an amount up to $2,700,000.00 for the Water Department.
DISCUSSION:
The Water Department approached the Purchasing Division to secure an agreement for a one-time
purchase of gas compressor rehabilitation services. Under the proposed agreement the vendor will
rehabilitate the Digester Gas Compressors and the associated control panels. Purchasing Staff issued
Request for Proposal (RFP) Number 24-0248. The RFP consisted of detailed specifications describing
the responsibilities and requirements to provide these services. The RFP was advertised in the Fort
Worth Star -Telegram on August 28, 2024, September 4, 2024, September 11, 2024, September 18,
2024, September 25, 2024 and October 2, 2024. The City received one (1) response.
An evaluation panel consisting of representatives from the Water Department and Transportation and
Public Works Department 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.
Vendor Evaluation Factors
a b c d e Total Score
Synergy Refrigeration, Inc. 33.33 8 11 4.17 30 86.5
Best Value Criteria
a. Contractor's experience performing similar Compressor & Skid upgrades and rehabilitations and the
ability to meet the City's needs
b. Contractor's experience in Compressor Control upgrades
c. Schedule for Shop Drawing Submittal and Performance of Services
d. Contractor's experience with upgrading Dresser Rand/Vilter, and Mycom compressors
e. Cost
After evaluation, the panel concluded that Synergy Refrigeration, Inc. presents both the best value and
the necessary experience for the gas compressor rehabilitation; therefore, the panel recommends that
Council authorize an agreement with Synergy Refrigeration, Inc. No guarantee was made that a
specific amount of services would be purchased. Staff certifies that the recommended vendor's bid
met specifications.
FUNDING: The maximum annual amount allowed under this agreement will be $2,700,000.00;
however, the actual amount used will be based on the needs of the department and available budget.
Funding is budgeted in the General Operating & Maintenance category in the Water & Sewer Fund for
the Water Department.
BUSINESS EQUITY: This solicitation was reviewed by The Business Equity Division for available
business equity prospects according to the City's Business Equity Ordinance. There were limited
business equity opportunities available for the services/goods requested, therefore, no business equity
goal was established.
AGREEMENT TERMS: This agreement will begin upon execution and will end at the earlier of the
expiration of the funds, completion of the project, or September 30, 2029.
RENEWAL OPTIONS: This agreement is for a one-time purchase and has no renewal options.
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 funds are available in the current operating budget, as
previously appropriated, in the Water & Sewer Fund to support the approval of the above
recommendation and award of the contract. Prior to any expenditure being incurred, the Water
Department has the responsibility to validate the availability of funds.
BQN\\
TO
Fund ' Department Account Project
ID ID
FROM
Fund Department Account Project
ID ID
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Program Activity Budget Reference # Amount
Year (Chartfield 2)
Program Activity Budget I Reference # Amount
Year (Chartfield 2)
Reginald Zeno (8517)
William Johnson (5806)
Reginald Zeno (8517)
Christopher Harder (5020)
Jo Ann Gunn (8525)
Charles Benson (8357)
13P RFP 24-0248 GAS COMPRESSOR REHABILITATION WTR CB fund avail.docx (CFW Internal)
FID TABLE - Gas Compressor Rehab.xlsx (CFW Internal)
Form 1295.pdf (CFW Internal)
Synergy SAMs.pdf (CFW Internal)
Synergy SOS.pdf (Public)
Waiver (Dept.) Request for Waiver - Gas Comp Rehab (1).pdf (CFW Internal)