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HomeMy WebLinkAboutContract 63427CSC No. 63427 FORT WORTH.,'%%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, actin by and through its duly authorized Assistant City Manager, and )tuber Technology, Ind,, ("Vendor"), a�EXAS REGISTERED COMPANY ;and acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." AGREEMENT DOCUMENTS: The Agreement documents include the following: 1. This Vendor Services Agreement; 2. Exhibit A — Scope of Services and Price Schedule; 3. Exhibit B — ACORD Insurance Documentation; and d. Exhibit C — Memorandum: Emergency Procurement of Contracts — Village Creek Biosolids Facility Operation. Exhibits A, B and C, which are attached hereto and incorporated herein, are made a pail of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement control. 1. Scope of Services. StrainPress Equipment rental ("Services"), which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. The initial term of this Agreement is for !one year(s), beginning on the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). 3. Comoensation. 3.1 Total compensation under this Agreement will not exceed one hundred fifty thousand Dollars and zero cents Nj 50,000.00,J. 3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and provisions of this Agreement, including Exhibit "B," which is attached hereto and incorporated herein for all purposes. 3.3 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 OFFICIAL RECORD CITY SECRETARY Vendor Services Agreement (Huber Technology, Inc.) FT. WORTH, TX page 1 of 13 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-avoromiation 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 ObIiaations of the Parties, In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in Vendor Services Agreement (Huber Technology, Inc.) Page 2 of 13 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. Indenendent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, or contractors. Liabilitv and Indemnification, 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED B Y THE NE GLIGENT A CT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CA USED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPREENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for Vendor Services Agreement (Huber Technology, Inc.) Page 3 of 13 infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software 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 software and/or documentation to make it non - infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and documentation with equally suitable, compatible, and functionally equivalent non -infringing software and documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. Assit3nment and Subcontracting. 9.1 Assilrnment. 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 Vendor Services Agreement (Huber Technology, Inc.) Page 4 of 13 10.2 (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 Iaws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): ''Q Applicable ,n NIA $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. General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the City in accordance with the notice provision of this Agreement. Vendor Services Agreement (Huber Technology, Inc.) Page 5 of 13 (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. Comnliance with Laws. Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102-6314 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Huber Technology Inc. Mike Suddreth, Aftermarket Sales Manager - West 1009 Airlie Parkway Denver, NC 28037 Email: Mike.Suddreth@hhusa.net 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. Vendor Services Agreement (Huber Technology, inc.) Page 6 of 13 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 1 Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. 5everability. 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 Mai cure. 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 Evcnt"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. Amendments I 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. Counteruarts. 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 Vendor Services Agreement (Huber Technology, Inc.) Page 7 of 13 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. Immi2ration Nationality Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures 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. mature 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 Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter, A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for Vendor Services Agreement (Huber Technology, Inc.) Page 8 of 13 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 Boveotting Enerev Comuanies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public fiends of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of 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 the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) IN WITNESS WHEREOF, the parties Hereto have executed this Agreement in multiples. Vendor Services Agreement (Huber Technology, Inc.) Page 9 of 13 City: By: _ � Name. di ac erq Title: Assistant City Manager Date: 06/ 12/2025 Vendor: Digitally signed by: Mike Suddreth Mike DINCN =Mike Suddreth email = mike.suddmth@hhusa.net C = US By: Suddrethe 2026 06.04 12 03:27 -04'00' Name: Mike Suddreth Title: Aftermarket Sales Manager - West Date: FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: NameECjMS4gtall 09r (Jun 5, 202510:59 CDT) Title: Nater Department Director! Approved as to Form and Legality: By: NameDa 0hVWjLBI§c#25 17:58 CDT) Title: Sr. Assistant City Attorney Contract Authorization: M&C: ;See Attached Memorandum Dated April 2, 2025 Form 1295: NIA 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: If, / A,),,//7-11. Name: ;Steven Nutter Title: environmental Program Manager] p4�IlIlQ City Secretary: ���Rr° add d a g O9-1dd Pao g=d Odd �4 nEXA?opdd By: Name: an�oodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement (Huber Technology, Inc.) Page 10 of 13 EXHIBIT A SCOPE OF SERVICES & PRICE SCHEDULE Vendor Services Agreement (Huber Tecbnology, Inc.) Page 11 of 13 HUBER Technology, Inc. - Denver, NC B� - T• • WASTE WATER solutions Date: March 28, 2025 To: Fort Worth Subject: Rental of HUBFR StrainPress° 430 The StrainPress° rental unit has been quoted for your plant during the period to be determined. Your cooperation will be needed to ensure a productive test. Please select one person to coordinate the test at your site and have him review the attached "Installation Instructions" before the unit arrives. The unit (and auxiliaries) are usually shipped to your plant the preceding week. You will need a forklift/crane to remove it from the truck. Since the service engineer usually does not arrive until the morning of the test, you must ensure that the unit is correctly situated at the site. The unit should be on level ground, close to the sludge feed, filtrate discharge, electric utilities, and a means for collecting the dried screenings. The unit should be connected to the feed source and the drain with the flexible hoses. Protect the unit from freezing temperatures. Huber StrainPress° 430 HUBER Technology, Inc. 1009 Alrlle Parkway, Denver. NC 28037 (704) 949.1010 - Fax (704) 949.1020 - huber@hhusa.net vywa huber-tech nology.com A member of the HUBER Grotip Page 1 of 10 HUBER Technology, Inc. • Denver, NC Hu WASTE WATER Salullons The StrainPress® is accompanied with two (2) 25-fool lengths of nose and quick disconnect couplings necessary to hook up to the plant's sludge source and for discharge of the filtrate. The Huber Technology engineer will let you know what other equipment is necessary for the test. The followina items will be supplied: 1) One (1) StrainPress® 2) One (1) control skid containing: • One (1) electrical control panel 480VAC, 3ph • One (1) pneumatic control panel and compressor • One (1) box of tools and spare parks 3) Two (2) 25-foot flexible 6" hoses 4) 6 inch camlock coupling for intakeloutake hose HUBER Technology, Inc. 1009 Alrlie Parkway, Denver, NC 28037 (704) 949-1010 - Fax (704) 949-1020 - huber@hhusa.net wvnv.huber-technology.com A member of the HUBER Group Page 2 of 10 HUBER Technology, Inc. - Denver, NC HUBER WASTE WATER Solulians The Huber Technology service engineer will outline conditions for the test set-up. You must ensure that an electrician is readily available to connect our cable to your power source. Further assistance will be required to provide sludge and filtrate connections. Date of the Rental: April 1st 2025 Costs for this rental are broken down as follows: Cost per month of rental. $9,500 The attached checklist is for your reference and should be used to ensure that you have made proper arrangements for testing. Please call us if you have any questions. We look forward to a successful rental of the StrainPress® at your facility. Huber Technology Inc. Purchase Order##: Mike 5uddreth Aftermarket Sales Manager X Huber Technology Inc. HUBER Technology. Inc. 1009 Airlie Parkway. Denver, NC 28037 (704) 949-1010 - Fax (704) 949-1020 - huber@hhusa.net wvwr.huber-tech nology.com A member of the HUBER Group Page 3 of 10 HUBER Technology, Inc. •Denver, NC tH WASTE WATER Solutions StrainPress(D CUSTOMER CHECKLIST: 1) Assign contact person to be in charge of test 2) Select site, (level, close enough to sludge, utilities, and discharge points) 3) Assure that sludge will be available for the test 4) Install connections for Huber's hoses b) Have an electrician available to field wire the unit 6) Prepare for dried screenings disposal 7) Arrange for sample analysis 8) Feed pump available 9) Container for dried screenings (e.g. 32 gallon trash can) 10) Power supply (3 phase, 460 volts, 60 Hz with minimum 14 amp fusing) HUBER Technology, Inc. 1009 Aldle Parkway, Denver, NC 28037 (704) 949-1010 - Fax (104) 949-1020 - huber@hhusa.net www.huber-tech nology.cam A member of the HUBER Group Page 4 of 10 HUBER Technology, Inc. • Denver, NC TECHNICAL DATA - StrainPress@ RENTAL UNIT Hu WASTE tvATER Salullarss Application: Primary and/or Secondary Sludge, Food Waste, FOG (fats, oils, and grease) Capacity: Approx. 900 GPM @ 1% Solids Approx 500-600 GPM @ 4-6% Solids Final Moisture of Screenings: Approx. 35-45% D.S. Motor Horsepower: 5 HP Current Characteristics: 480V, 60 Hz, 3 Ph Type of Drive Unit: VFD Screw Speed: Approx. 10 RPM Max. Allowable Internal Pressure of Housing: 3 Bar (42 psi) Allowable Operating Pressure: 1.2 Bar (17 psi) Screen Perforation (Pressing Zone): 2 mm Dia. (5164 in Dia.) Screen Perforation (Screening Zone): 5 mm Dia (Standard) (13/64 in Dia.) HUBER Technology, rnc. 1009 Airile 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 5 of 10 HUBER Technology, Inc. - Denver, NC HUBER WASTE WATER SUIU110ns StrainPress® Operating Instructions Assembly: Please ensure that the following details are supervised: 1) After the unit is delivered, check to see if delivery is complete (as per shipping documents). Inform Huber of any damages that may have occurred in transport. 2) Transport the unit to the installation site by means of suitable lifting equipment. The weight of the unit exceeds the standard 4,000 lb forklift capacity - a larger forklift (e.g. 9100 lb capacity) will be needed 3) Set the unit in place and level: a. When using the support stand to elevate the unit, set the StrainPress" in place and secure it to foot flange by using two (2) hexagon head bolts (M-16). b. Align the longitudinal axis of the screen and pressing zone. c. Adjust the four (4) transport rollers (adjustable in height) and affix them with nuts. 4) Connect the feed and discharge nozzles to the corresponding connections of the unit. 5) Install the bagldumpster under the solids discharge outlet. 6) Connect the unit to the main power supply, following instructions regarding overload protection 7) Protect the StrainPress@ unit against temperatures below freezing (32' F). 8) The motor is TEFC only — it is not explosion proof. 9) IMPORTANT — The influent sludge pressure must not exceed 42 PSI. 10) IMPORTANT — The differential sludge pressure must not exceed 17 PSI. 11) At the end of the rental, clean the unit and pack it up for return shipment. HUBER Technology, Inc. 1009 Aidle Parkway, Denver, NC 28037 (704) 949-1010 - Fax (704) 949-1020 - huber@hhusa,net www.hube r-technology.com A member of the nUBER Group Page 6 of 10 HUBER Technology, Inc- - Denver, NC START-UP 1 SHUT DOWN PROCEDURE: HUBER r .V`101.1•�•►h WASTE WATER Solutiflns 1) Make sure that the air compressor is plugged in and that the air valve at the tank discharge is open to allow air to the pneumatic cylinders. 2) Turn the main power on the electrical panel "On". 3) Set" REGV pressure in pneumatic panel to 120 PSI, and "REG2" to 75 PSI. 4) Input initial start set points into OIU. (Leave set points not mentioned below to default value.) o Start differential pressure -- 5psi o Start inlet pressure - 35psi o High inlet pressure — 40psi o Strainpress off -delay time -- 20seconds o High moisture fault delay — 300 seconds ** 5) Put the StrainPress® HAND/OFF/AUTO switch in the AUTO mode. 6) Open all valves to allow sludge to flow through the unit. 7) When the start differential pressure is met the StrainPress® will cycle for 20 seconds and stop. 8) Optimize: If machine cycles too frequently, runs more than idles, increase start differential slightly. If machine does not clean the screen during a cycle, pressure differential does drop sufficiently, increase off -delay time slightly. 9) Monitor the inlet pressure and outlet pressure (sensors on machine), the power (read on the OIU), flowrate, weight of screenings, % solids of feed, filtrate and screenings. 10) To stop the unit after the sludge run, close all valves to stop flow of sludge. 11) Turn HAND/OFF/AUTO switch OFF. **NOTE: During initial wet start up on an empty machine, some liquid sludge will enter the discharge zone! Keep inspection hatch locked during this period. Once a plug of solids has been formed and leaking has ceased, reduce the "high moisture fault delay" from 300 seconds to 5 seconds.** HUBER Technology, Inc. 1009 Airlie Parkway, Denver, NC 28037 (704) 949-1010 - Fax (704) 949.1020 - huber(ghhusa.net wwr'i. huber-technologycom A member of the HUBER Group Page 7 of 10 HUBER Technology, Inc. , Denver, NC ti�(Mq I WASTE WAJFR Solullons TO CLEAN THE UNIT: 1) Close discharge valve to the machine, or remove hose and apply cap. 2) Drape the discharge end to contain spillage of the sludge 3) Turn the Cone" FORWARDIREVERSE selector switch on the panel to the REVERSE position. This will allow the cone to open. 4) Hold it in HAND/OFF/AUTO switch in HAND mode, otherwise it will default back to OFF. 5) Send water to the StrainFress° inlet. The pressure will build up inside the unit, and eventually the pressure will force the plug out of the unit. In case, there is no water available from the feed pump, please use a garden hose or a alternate water source. 6) As soon as the plug is evacuated, stop the water to prevent excessive spillage. 7) Open the discharge valve to allow the liquid inside the unit to leave. 8) After the liquid leaves, put caps on the unit inlet and discharge, and prepare for shipment. HUBER Technology, Inc. 1009 Alrlle Parkway, Denver, NC 28037 (704) 949-1010 - Fax (704) 949-1020 - huberphhuse.net wvnv,huber•technology.com A member of the HUBER Group Page 8 of 10 HUBER Technology, Inc. , Denver, NC L: m c:) ' 4 ri 3 HUBER Technology, Inc. 1009 Aldle Parkway, Denver, NC 26037 1704) 949-1010 - Fax (704) 949-1020 - huber@hhusa.net www, huber-technology,com A member of the HUBER Grotip HUBER �II��Jrl�l 1�[ lri■ WASTE WATER 5alullans Page 9.of 10 RUDER Technology, Inc. • Denver, NC HUBER WASTE WATER Solutlons �� 2'-13 1 l2zJz 1 /4 I T-8 318-4= 114 — HUBER Technology. Inc. 1009 Alrlle Parkway, Denver. NC 28037 j704) 949-1010 - Fax (704) 949-1020 - huher@hhusa.net www.huber-technology.com A member of the HUBER Group page 10 of 10 EXIMIT B II�MOjiZhC41�! Vendor Services Agreement (Huber Technology, Inc.) Page 12 of I3 POLICY NUMBER: US00106912LI24A Effective Date: December 31, 2024 COMMERCIAL GENERAL LIABILITY CG 20 11 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises (Part Leased To You): All premises leased to the Insured Name Of Person(s) Or Organization(s) (Additional Insured): All lessor of leased premises Additional Premium: $ Included Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section Il — Who Is An Insured is amended to include as an additional insured the persons) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by you or those acting on your behalf in connection with the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) shown in the Schedule. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III -- Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 11 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: US00106912LI24A Effective Date: December 31, 2024 COMMERCIAL GENERAL LIABILITY CG20371219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Any person or organization that you are required in a written contract or written agreement to waive any right As required per written contract of recovery we may have against the person or organization, provided the "Bodily Injury" or "Property Damage" occurs subsequent to the execution of the written contract or written agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1, Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 37 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: US00106912LI24A Effective Date: December 31, 2024 COMMERCIAL GENERAL LIABILITY CG20261219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you are required in a written contract or written agreement to include as an additional insured provided the "Bodily Injury" or "Property Damage" occurs subsequent to the execution of the written contract or written agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section Il — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: US00106912LI24A Effective Date: December 31, 2024 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations Any person or organization that you are required in As required per written contract a written contract or written agreement to include as an additional insured provided the "Bodily Injury" or "Property Damage" occurs subsequent to the execution of the written contract or written agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 POLICY NUMBER: U800106912LI24A Effective Date: December 31, 2024 COMMERCIAL GENERAL LIABILITY CG 20 28 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - LESSOR OF LEASED EQUIPMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART E.YNCI��111Rti Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you are required in a written contract or written agreement to include as an additional insured provided the "Bodily Injury" or "Property Damage" occurs subsequent to the execution of the written contact or written agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -- Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any 'occurrence" which takes place after the equipment lease expires. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III -- Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 28 12 19 0 Insurance Services Office, Inc., 2018 Page 1 of 1 THE HARTFORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED Paragraph A. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add the following: d. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. e. Employees as Insureds (1). Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. f. Lessors as Insureds (1). The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (a) The agreement requires you to provide direct primary insurance for the lessor and (b) The "auto" is leased without a driver. Such a leased "auto' will be considered a covered "auto" you own and not a covered "auto" you hire. g. Additional Insured if Required by Contract (1) When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (a) During the policy period, and (b) Subsequent to the execution of such written contract, and Form HA 99 16 12 21 Page 1 of 5 (includes copyrighted material of Insurance Services Office, Inc. with its permission.) (c) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. Primary and Non -Contributory if Required by Contract Only with respect to insurance provided to an additional insured in A.1.g. - Additional Insured if Required by Contract, the following provisions apply: (1) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (2) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (1) and (2) do not apply to other insurance to which the additional insured has been added as an additional insured, When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in SECTION IV- Business Auto Conditions, B. General Conditions, Other Insurance 5.d. 3. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The SECTION IV- Business Auto Conditions, B. General Conditions, 5. OTHER INSURANCE Condition is amended by adding the following: e. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 4. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers ' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. Page 2 of 5 Form HA 99 16 12 21 5. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto' for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 6. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 7. LOANILEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 8. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 9. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto' (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b. Section III, Physical Damage Coverage, Limit of Insurance, Paragraph C.2. is amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. Form HA 99 16 12 21 Page 3 of 5 c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 10. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 11. GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 12. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) if the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 13. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 15. HIRED AUTO - COVERAGE TERRITORY SECTION IV, BUSINESS AUTO CONDITIONS, PARAGRAPH B. GENERAL CONDITIONS, 7. - POLICY PERIOD, COVERAGE TERRITORY - is added to include the following: (6) For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 16. WAIVER OF SUBROGATION Paragraph 5. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS A. Loss Conditions is amended by adding the following: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 17. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS, C. is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 18. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 19. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, Page 4 of 5 Form HA 99 16 12 21 b. The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a. A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b. A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 20. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. Form HA 99 16 12 21 Page 5 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 22 WB AJ4L9X Endorsement Number: Effective Date: 01/01/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: HUBER TECHNOLOGY INC 1009 AIRLIE PKWY DENVER NC 28037 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by Form WC 00 03 13 Printed in U.S.A. Process Date: 01/15/25 Authorized Representative Policy Expiration Date: 01/01/26 EXHIBIT C MEMORANDUM: Emereencv Procurement of Contracts — Villa'ac Creels Biosolids Facility Operation Vendor Services Agreement (Huber Technology, Inc.) Page 13 of 13 FORTWORTH MEMORANDUM Date: April 2, 2025 To: Jesica McEachern, Assistant City Manager From: Chris Harder, P.E. Water Director Subject: Emergency Procurement of Contracts VilIage Creek Biosolids Facility Operation The WaterDepartment requests approval of expenditures and contract procurement necessary to protect the public's health and safety during the transition from Synagro to Fort Worth for operations and maintenance of the biosolids facility and processing and disposal of Biosolids. This authorization is necessitated by the termination of the contract with Synagro, the operator of the biosolids facility (CSC 53332), authorized by City Council on March 25, 2025 (M&C 25-0281). The agreement formally terminating the contract was frilly executed on March 29, 2025 (CSC 5332-SIT1) and provides one week for the transition period with formal handover being April 4, 2025 at 11:59 pm. Full operational and maintenance responsibilities are being assumed by Fold Worth starting at midnight of April 4th, making April 5th the first day of operations. As of that date, the City's Water Department will assume the duties for the plant's operations include the following: • Staffing for the operation and maintenance of the existing belt press and dryer facility • Processing and disposal of all biosolids received from the Village Creek Water Reclamation Facility (VCWRF) • Hauling off and disposal of all biosolids currently stockpiled on site • Cleaning existing residual ponds and storage tanks • Equipment condition assessments and repairs • Assumption of air permit and air permitting compliance activities Processing and disposal of biosolids is an activity that falls under both state and federal regulations and regulatory oversight. Biosolids are received from the VCWRF continuously, so continuity of operations during this transition must be achieved in order to avoid excursions which could subject the City to regulatory penalties and to protect the public health and safety. It is imperative that the City quickly put into place agreements that can be used to process and dispose of biosolids in accordance with state regulations. CFW Biosolids Facility Take -Over Memorandum Page 1 of3 Chapter 2, Article I, Section 2-9 of the City of Fort Worth's Code of Ordinances and Section 252.022 of the Texas Local Government Code govern emergency expenditures or those exempt from public bidding requirements that are necessaryto preserve or protect public health or safety of the municipality's residents, Specifically, City Code at Section 2-9(d)(9) defines an emergency procurement as one made to protect the public health or safety of the city's residents and Texas Local Government Code exempts from public bidding procurements necessary to preserve or protect the public health and safety of the municipality's residents (252.022(a)(2)). City staff have reached out to vendors currently under contract with Synagro, contractors familiar with the operation and maintenance of the existing assets, and contractors familiar with biosolids regulations, to quickly put into place agreements to assist Fort Worth during this transitionary period. The following agreements are recommended to be executed, each in an "up to" amount: Company Name Renda Environmental, Inc. Andritz Separation Technologies, Inc. Automation Nation, Inc. Huber Technology, Inc. CVE Technologies, Inc. dba CV Technologies, Inc. Ingersoll-Rand Company Cintas Corporation BelWave Communications, Inc, Synagro of Texas -CDR, Inc. Scope of Work Cost Estimate • Setup and operation of temporary belt presses $10M • Repairs to existing belt presses • CIeaning of existing tanks • Dredging and cleaning existing residuals ponds • Hauling and disposal of biosolids • Temporary operations staffing and staff training $2M • Condition assessment of existing assets • Preventive maintenance and repair of assets • Screening equipment rentals • Temporary operations/staff training $500,000 • SCADA and database upgrades and optimization • Staff training and monthly equipment rental $150,000 • Fire Suppression System Inspection, PM, repair $100,000 • Compressor equipment PMs and repairs $75,000 • Fire system inspections and staff training $15,000 • Microwave internet connection $20,400 • Purchase of lab equipment and screen auger $85,000 Actual costs associated with these agreements will be based on actual usage, duration, and services provided. The City will also continue to utilize our engineering consultant (Jacobs) to perform a detailed condition assessment of the existing assets as required to repair those assets that are in poor condition or out of service. CFW Biosolids Facility `Fake -Over Memorandum Page 2 of Renda Environmental, Inc. is tasked with not only operating the belt press equipment until such time as the biosolids dryer facility can be returned to operations, but also with removal of materials stockpiled on site and contained within storage ponds. These materials are the root cause for many of the recent odor complaints from neighboring residential communities, so expediting this work is a high priority. If you have any additional questions, please contact Chris Harder at 817-392-5020. APPROVED FOR EMERGENCY PROCUREMENT: Recommended: c i-l`fton' ek f�akav . C t��"rY leer (!i#~ 2 ME iE:E ST) Christo er H rder, Water Director Approved: �rola�A (f - rz, 20-; 10.08 COT) Dou lack, 9r. Assistant City Attorney Approve: �f' Brandy Hazel, Interim, Chief Procurement Officer 0 `z_� Approve: f ;v ►GcS-3chc y (.gip, 3, 10-31' `'3T) rn Jesica McEache, Assistant City Manager CFW Biosolids Facility Take -Over Meniorandiun Page 3 of