HomeMy WebLinkAboutContract 63853CSC No. 63853
FORT WORTH,,
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by and
through its duly authorized Assistant City Manager, and CV Technology Inc. a/k/a CV Technology Fire
and Explosion Protection, Inc. ("Vendor"), a Florida corporation authorized to conduct business in Texas,
and acting by and through its duly authorized representative, each individually referred to as a "party" and
collectively referred to as the "parties."
I:T44.11 N Old I Biel 8111141"d I Biel 10
The Agreement documents include the following:
1. This Vendor Services Agreement;
2. Exhibit A
— Scope of Services and Price Schedule;
3. Exhibit B
— Price Schedule; and
4. Exhibit C
— Insurance Certificate.
5. Exhibit D -
EP & Firefly Documentation Package
Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part 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. Scope of services shall include scheduled maintenance activities,
technical and emergency support, and providing spare parts and equipment, up to the total compensation
amount defined in Section 3.1 of this agreement. Any scope of services above the total compensation
amount will require a change order for the difference. The services are set forth in more detail in Exhibit
"A," attached hereto and incorporated herein for all purposes.
2. Term. The term of this Emergency Agreement is tied to the expiration of the compensation
amount or the need for services, whichever occurs first, unless terminated earlier in accordance with this
Agreement.
3. Compensation.
3.1 Total compensation under this Agreement will not exceed $100,000.00.
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.
OFFICIAL RECORD
CITY SECRETARY
Vendor Services Agreement (CV Technology, Inc. Emergency Agreement re: Biosolids Facility) Page 1 of 17
FT. WORTH, TX
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
additional costs for such services. City will not be liable for any additional expenses of
Vendor not specified by this Agreement unless City first approves such expenses in
writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
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
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City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
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 BY THE NEGLIGENT ACT(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 CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS
OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPREENTATIVES,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
Vendor Services Agreement (CV Technology, Inc. Emergency Agreement re: Biosolids Facility) Page 3 of 17
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 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.
Assienment and Subcontracting.
9.1 Assi2nment. 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:
Vendor Services Agreement (CV Technology, Inc. Emergency Agreement re: Biosolids Facility) Page 4 of 17
10.1
10.2
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
$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): I❑1 Applicable J❑1 N/A
$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 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
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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.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and Resulations. 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:
CV Technology, Inc.
Attn: Martin Cvetas
15852 Mercantile Court
Jupiter, FL 33478
Email: mcvetasncvtechnolQ_v_ .com
Facsimile: (561) 694-9585
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14. Solicitation of Emulovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
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. Governins Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
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
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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
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Companv Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
Vendor Services Agreement (CV Technology, Inc. Emergency Agreement re: Biosolids Facility) Page 8 of 17
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 BovcottinLy Energv 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 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 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)
Vendor Services Agreement (CV Technology, Inc. Emergency Agreement re: Biosolids Facility) Page 9 of 17
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
City:
By:
Name: c ern
Title: Assistant City Manager
Date: 08/22/2025
Vendor:
Digitally signed by Martin Netas
Martin V2tas Date: 2025.08.1311:34:55-04'00'
By:
Name: Martin Cvetas
Title: President
Date: August 13, 2025
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
By: C I 1 �f �o� �il f7iaI U(e
Name: c0aidp tr (Aug 18, 2025 15:02:40 CDT)
Title: Water Department
Approved as to Form and Legality:
By:
4a0c-
Name:DWt"0A&k $Ug18, 202518:19:13 CDT)
Title: Sr. Assistant City Attorney
Contract Authorization:
M&C: ISee Attached Memorandum dated April
2, 20251
Form 1295: �41A
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: to. w il�iltne.
Name: Steven L. Nutter
Title: Water Systems Superintendent
o�voap
ap�� FART o�'pad
City Secretary:
OV8 °=d
OaII� nEXavp45Qbo
By:
Name: rnnette Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement (CV Technology, Inc. Emergency Agreement re: Biosolids Facility) Page 10 of 17
1*14111:311W.1
SCOPE OF SERVICES
1. DEFINITION OF SERVICES.
a. Commissioning. CV Technology hereby agrees to perform the Commissioning services with
respect to the Equipment. "Commissioning" means, following the installation of the
Equipment by Client -provided personnel who are properly licensed and experienced, the
following:
i. applying the CV Technology standards set forth in the applicable checklist to verify
the functionality of the Equipment, including all CV Technology -supplied
components, both individually and as an integrated system; and
ii. Review all components are installed in accordance with CV Technology drawings and
written instructions where the location of components is critical (e.g., for isolation
valves and suppression bottles); and
iii. providing familiarization training for Client's plant personnel sufficient to provide a
basic competence regarding the use and care of the Equipment; and
iv. if spare components were purchased as part of the original scope of supply, reviewing
the handling and storage requirements for those components.
CV Technology shall not be responsible for Commissioning services beyond the foregoing.
Accordingly, among other things, Commissioning shall not include:
v. code compliance (e.g., National Electric Code and regional building codes); nor
vi. adherence to general industry practices (e.g., electrical cabinet clearances, maintenance
of NEMA ratings when making enclosure penetrations and connections, conduit and
cable routing between components (including junction / pull boxes), separation of high
and low voltage circuits, food grade/sanitary requirements, weld integrity, rigging and
support structures, design of interconnected piping and transition elements, and
removal of debris in pneumatic and hydraulic lines); nor
vii. ancillary equipment, that is not supplied by CV Technology that may be installed as
part of the overall installation, but are outside of the CV Technology scope of supply
(e.g., interconnects to process controls, flow meters and alarms); nor
viii. the strength of the vessel and associated process lines.
For the avoidance of doubt, therefore, CV Technology's Services shall not include, but the
client will be responsible for the following:
ix. To provide access to any and all pieces of Equipment associated with the Service visit.
To provide any lifts, ladders, scaffolding, etc. required to access the Equipment to be
serviced or repaired.
x. To shut down systems protected by the Equipment while Services are being performed.
xi. If the Equipment is nitrogen filled, to provide compressed dry nitrogen.
xii. To make available at least one plant technician / plant supplied contractor ("Client
Representative") for assistance at all times while Services are being performed. The
Client Representative will be responsible for (i) approving the materials cost for each
repair, (ii) coordinating the shutdown of the protected equipment, (iii) assisting with
movement of ladders, lifts, and (iv) other assistance as required.
Vendor Services Agreement (CV Technology, Inc. Emergency Agreement re: Biosolids Facility) Page 11 of 17
xiii. To provide the maintenance kit purchased with the original system.
b. Scheduled Maintenance. CV Technology hereby agrees to perform the Scheduled
Maintenance with respect to the Equipment.
i. Scheduled Maintenance will be performed during regular working hours at Client's
facility in such a manner as to minimize the interruption of Client's normal operations.
ii. Once the Parties agree, the maintenance schedule (the "Schedule") will remain in
effect unless modified in writing by a new schedule signed by both Parties. The
maintenance schedule is detailed in Exhibit B.
iii. Maintenance activities shall exclude the items listed above in section a. paragraphs v -
viii
iv. Maintenance activities shall require the client to be responsible for the item listed
above in section a paragraphs ix -xiii .
Maintenance activities Explained
Suppression System Maintenance Steps: Per System
I-HRD Annual Maintenance:
o Place system in service mode (Keys in the off position)
o Locate all of the HRD bottles that will be maintained. (Reference documentation package for
physical bottle locations.)
o Perform visual inspection of the entire system for any issues with the bottles, detectors, Conex.
(Examples; corrosion, damage, missing items, etc.)
o Locate E.O.L bottle
o Remove MGG wire and twist the two wires together on all bottles. (Record on notes of Quarterly
maintenance form)
o Install jumper wire on terminals 1 & 2 of all pass through bottles.
o Place light bulb in terminal 1 & 2 of E.O.L bottle
o Perform the point to point test on all the bottles in the system being maintained. (checking pressure
switch and lockout; visual conformation of barrier box and Conex stimulation required, may need
two technicians on larger systems)
o Record the temperature and pressure for each bottle. (Record bottle information on CVT quarterly
maintenance form.)
o Ensure no faults are in the barrier box and on the Conex controller
o Place system in the armed mode with no locked out bottles (keys in the armed position)
o Stimulate the detectors. (Via light source, or "Test rig" pumper.
o Ensure the lights and horn signal on the ConEx controller and the light bulb is lit.
o Reset Conex Alarm on the controller.
o Place Conex. controller back into Service mode.
o Download Event Logs from Conex and DetEx (if installed)
o Remove Jumpers and E.O.L light bulb from terminals 1 &2 from the HRD bottles.
o Untwist MGG wires on each bottle, verify MGG resistance. (Range: 2-3 Ohms per MGG)
o Install MGG wires on each back into terminals 1 & 2.
Vendor Services Agreement (CV Technology, Inc. Emergency Agreement re: Biosolids Facility) Page 12 of 17
o Record final MGG readings in Zone parameters screen of Conex Controller (Record MGG
information on CVT Quarterly maintenance form)
o Arm System (Only if customer gives the OK to ARM. The system may have to stay in SERVICE
mode for other reasons.)
Firefly Maintenance Steps
Routine Maintenance Intervals (from Quick Guide)
Frequency Activity
Monthly Detector cleaning
Every 3 months Test extinguishing
Every 6 months Complete System check
Responsibility Notes
Customer
CV
Technology
CV
Technology
Every 6 months Check pump and pressure tank (HPP & CV
HPT) Technology
Every 6-12 Complete system check CV
months Technology
More frequently if
needed
More frequently if
needed
As per service contract
1. Detector Maintenance
• Clean detector lens and check for damage.
• Ensure proper orientation (lens slots at 90' to process flow).
• Verify LED status (blue = normal, yellow = fault, red = detection).
• Check for contamination or moisture (especially with air-cooled models).
• Simulate detection using a non -LED flashlight to verify operation.
2. Control Unit Maintenance
• Verify status lights and communication with all connected equipment.
• Simulate different alarm types (fault, warning, process stop).
• Check voltage levels, event logs, fan noise, battery backup function.
• Clean and inspect power supply and fans if necessary.
3. Extinguishing System Maintenance
• Clean/replace water filters.
• Check solenoid valves for operation and leaks.
• Inspect heating cables, insulation, and any protective devices.
• Simulate extinguishing events as part of the system test.
4. Pump & Pressure Tank Maintenance (HPP & HPT)
• Drain and depressurize the tank.
• Check and adjust air pressure in bladder tanks (typically 4.5 bar).
• Test pump start/stop thresholds (usually starts at 7 bar, stops at 9 bar).
• Inspect for leaks and verify safety valve functionality.
5. System Test
• Set system to "Service" mode before maintenance.
• Simulate glow detection and solenoid activation.
• Log and review all maintenance events in the control unit.
• Reset alarms and restore to "Normal' mode post-test
Vendor Services Agreement (CV Technology, Inc. Emergency Agreement re: Biosolids Facility) Page 13 of 17
EXHIBIT B
17W401IOWN I6Yy010411040
MAINTENANCE SCHEDULE AND PRICING
ACTIVITY ESTIMATED
PRICING
Site Visit #1: Annual Maintenance HRD/Firefly $15,400.00
Site Visit #2: Quarterly Maintenance $8,800.00
Site Visit #3: Semi -Annual Maintenance Firefly/HRD $15,400.00
Site Visit #4: Quarterly Visit HRD/Firefly $8,800.00
TOTAL = $48,400.00
Note: Maintenance Schedule resets after Site Visit #4
EMERGENCY VISITS & SPARE PARTS
Wei Il ►L 111111
Emergency visits are quoted based on the type of visit
required, including the number of days and technicians
based on the pricing sheet
Spare parts & equipment as needed to ensure system
functionality
TOTAL =
TOTAL CONTRACT AMOUNT:
ESTIMATED
PRICING
$51,600.00
$51,600.00
$100,000.00
Note: Maintenance and emergency service rates are detailed on the next page
Vendor Services Agreement (CV Technology, Inc. Emergency Agreement re: Biosolids Facility) Page 14 of 17
tj
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Address
158M Mercantile Cant
Jupeter, FL 3347B
Mone 561-694-95W I Fax 5d1-d9 9SB5
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FyPe of Day
Week Day
Week Day
We-Ek Day
Week Day
Week Day
Weekend
weekend
Week Day
Week Day
Week Day
Week day
Meek day
Weekend
Weekend
0 all' Days
1
2
3
4
5
1
z
2
3
4
S
2
Service Hours
Week Day— B-Haum/Day
Over 8-Hm^fDay
Saturcilays/Sundays
BeFore 5.00 AM / After 6U6 PAA
Travel Time
Nation^ Recogn¢ed Holidays
MAINTENANCE/
EMERGENCY
SERVICE RATES
11 of iechniciarts
T
T
T
T
T
T
1
2
2
2
2
2
2
2
SeMGe Rales Per Technic ion
205.OD { hour
$ 307.50 { hour
$ 307.50 { hour
$ 307.50 { hour
1210AD / hbur
$ 41 O.OD / haur
YEAR 2025
Yol5d urhi
t 2iX12CU
Price
$ 7,2DO.00
10,200.00
$ 13,204A0
$ 1 d,200 00
19,200A1)
9,90o.OD
12.7SOA4
13,800A4
$ 19,200AD
$ 24,600A1)
30,100A0
$ 33,90OAD
2D.700A6
27,SSOA6
All Service Visits biFed al F9ar Pares-
. Addffoml days are aAb gal, to availability.
. navel and Lir ng P.cpenses are inah)ded in pmoirg- Pricing inahides adminisftrta>n Fees, travel time, and is based on an
tFhour work day-
. A mir&ntjrn of 4vreeta' notice is iecammended to sohedule visits. Visilr dares are subjecttbawa%obMy-
weelwnd and Holiday vish are 3utieot to availabil4y.
* Nlinimurn charge is 1-Day Fat Rate.
ChcrMeabAe hours are rounded to the next Full hour-
+ rrr mum.Jmser i0e supporrper cvrecrvlology emp*yee is 12-ws rrs ih ony 244r3LK perioa-
All p MerM are to tie made in US- OW173
+ CharOeoble parl3 or component costs wi� De D3 lea as Separate line Items on serJice invoices -
Vendor Services Agreement (CV Technology, Inc. Emergency Agreement re: Biosolids Facility) Page 15 of 17
EXHIBIT C
INSURANCE
INSERT ACORD OR EQUIVALENT CERTIFICATION OF INSURANCE
Vendor Services Agreement (CV Technology, Inc. Emergency Agreement re: Biosolids Facility) Page 16 of 17
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a
different date is indicated below.
This endorsement, effective 12:01 AM 01/01/2025 forms part of Policy No. WC 088407048 FL
Issued to
ADP TotalSource CO XXI, Inc.
5800 Windward Parkway
Alpharetta, GA 30005
Alternate Employer:
CV Technology, Inc.
15852 Mercantile Ct
Jupiter, FL 33478
By Illinois National Ins Co
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 applies only to the
extent that you perform work under a written contract that requires you to obtain this agreement from us.
This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule.
Schedule
WAIVER OF SUBROGATION IN FAVOR OF City of Fort Worth AS RESPECTS OF JOB PERFORMED BY CV
Technology, Inc. AS REQUIRED BY WRITTEN CONTRACT.
Project Description:
This form is not applicable in Kansas for private construction contracts as defined in K.S.A. 16-1801 through K.S.A
16-1807 or public construction contracts as defined in K.S.A. 16-1901 through 16-1908, except where permitted by
statute or other applicable law, such as for use in wrap-up insurance programs.
Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute
a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of
subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover
from others (subrogation) rule in our manual.
This form is not applicable in California, Kentucky, New Hampshire, New Jersey, Texas, or Utah.
WC 00 03 13 Countersigned by !
(Ed. 04/84) Authorized Representative
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a
different date is indicated below.
This endorsement, effective 12:01 AM 07/01/2025 forms part of Policy No. WC 063528456 FL
Issued to
ADP TotalSource CO XXI, Inc.
5800 Windward Parkway
Alpharetta, GA 30005
Alternate Employer:
CV Technology, Inc.
15852 Mercantile Ct
Jupiter, FL 33478
By Illinois National Ins Co
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 applies only to the
extent that you perform work under a written contract that requires you to obtain this agreement from us.
This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule.
Schedule
WAIVER OF SUBROGATION IN FAVOR OF City of Fort Worth AS RESPECTS OF JOB PERFORMED BY CV
Technology, Inc. AS REQUIRED BY WRITTEN CONTRACT.
Project Description:
This form is not applicable in Kansas for private construction contracts as defined in K.S.A. 16-1801 through K.S.A
16-1807 or public construction contracts as defined in K.S.A. 16-1901 through 16-1908, except where permitted by
statute or other applicable law, such as for use in wrap-up insurance programs.
Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute
a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of
subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover
from others (subrogation) rule in our manual.
This form is not applicable in California, Kentucky, New Hampshire, New Jersey, Texas, or Utah.
WC 00 03 13 Countersigned by !
(Ed. 04/84) Authorized Representative
EXHIBIT D
INSERT DOCUMENTS
EP Documentation Package
F%plo o Motgatm System I & O Manual
i
fl
(]� TECI INO_OGY
ANORM {FT WORTH) - EXPLOSION PROTECTION
[�sww •.may �.te�
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Firefly Documentation Package
Vendor Services Agreement (CV Technology, Inc. Emergency Agreement re: Biosolids Facility) Page 17 of 17
FORTWORTH
MEMORANDUM
Date: April 2, 2025
To: Jesica McEachern, Assistant City Manager
From: Chris Harder, P.E. Water Director
Subject: Emergency Procurement of Contracts — Village Creek Biosolids Facility Operation
The Water Department 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
fully executed on March 29, 2025 (CSC 5332-S1T1) 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 Fort 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 of
Chapter 2, Article 1, 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 necessary to 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
•
Cleaning 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 Take -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:
CGc�1�Ito,�h�Y tta��l��
Recommended:
('hr�-F�r. F.�r LJ—i. /A-,n 202515.50 CU)
Christo H Water Director
er rder,
Approved:
D�ulalJlack; ter)
Do lack, r. Assistant City Attorney
Approve:
Brandy Hazel, Interim, Chief Procurement Officer
06W�
Approve:
3e4cc l�_ Cachcrn ; CDT)
Jesica McEachern, Assistant City Manager
CFW Biosolids Facility Take -Over Memorandum Page 3 of