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HomeMy WebLinkAbout065020 - General - Contract - Hydromax USA, LLCCSC No. 65020 FORTWORTH. VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT (-Agreement-) is made and entered into by and between the CITY OF FORT WORTH (-Cite-). a Texas home -rule municipal corporation. acting by and throu(Ih its duly authorized Assistant Cite Vlanacyer. and HYDROIWAX USA, LLC an Indiana limited liability company ("Vendor"). each individually referred to as a "party" and collectively referred to as the "parties." 1. Scone of Services. Vendor will provide acoustic leak detection (-Services"). which are set forth in more detail in Exhibit '-A"— Scope of Services. attached hereto and incorporated herein for all purposes. 2. Term. The term of this Agreement is for (1) year(s). beguuung on the date that this Agreement is executed by the Citv's Assistant City Nlana-,er ("Effective Date"). unless terminated earlier in accordance \yith this A(7reement. City wil I have the option. in its sole discretion. to renew this Acyreement under the same terms and conditions. for up to four (4) one-year renewal option(s) (each a "Renewal Term'). 3. Compensation. 3.1 Total compensation under this Agreement \\ill not exceed Four Hundred Thousand Dollars and Zero cents (S 100,000.00) 3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 225 1 of the Texas Government Code) and the provisions of this Agreement. including Exhibit "B'— Payment Schedule, which is attached hereto and incorporated herein for all purposes. 3.3 Vendor \\ill 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 \yith 30 clays' 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 \yill terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind \yhatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. OFFICIAL RECORD Vcndor Ser ices Agreement CITY SECRETARY Pa-,c t 01 17 FT. WORTH, TX 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 records held or maintained for 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 to the Texas Attorney General. 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 hnfornnation in a secure manner and will not allow unauthorized users to access, modify. delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event. Vendor will. in good faith. use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information fi•om further unauthorized disclosure. G. 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 an), 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 swill 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 Vendor Sm ices Aereement Page 2 of 17 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 resI)ondeat 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 contactors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, 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 ACTS) 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, FROMAND 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, REPRSENTATIVES, 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 ACTIONAGAINST CITY FOR INFRINGEMENT OFANYPA TENT, 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 NOTAPPLYIF 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 HA VE 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 CITYAGREES TO COOPERATE WITH VENDOR INDOINGSO. IN THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT Vendor Sera ices Agreement Pau 3 of 17 AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY WILL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM ORACTIONANDALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISEAND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, VENDOR WILL FULL Y PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION, WITH COPIES OFALL PAPERS CITYMAYRECEIVE 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 MA TERIALL Y AD VERSEL Y 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 ADVERSELYAFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND DOCUMENTATION WITH EQUALLYSUITABLE, 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 CITYMAYSEEKANYANDALL REMEDIES A VAILABLE TO CITY UNDER LA IV 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties. obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment. the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee will be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract. the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1.000,000 - Each Occurrence Vendor Seri ices Aareement Pate 4 of 17 11Z $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): $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 Risk Manager. City of Fort Worth. 100 Fort Worth Trail. Fort Worth. Texas 76102. with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- Vll Vendor Services Agreement Pau 5 or 17 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. «ritten approval of Risk Management is required. (e) Any failure on the pats 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 LaNvs, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder. it will comply with all applicable federal. state and local lays, 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 or (2) 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 With copy to the Fort Worth City Attorneys Office at the same address To VENDOR: Hydromax USA. LLC Michael Farmer, Chief Financial Officer 3700 River Walk Drive. Suite 145 Flower Mound, TX 75028 14. Solicitation of Emplovees. 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. Vendor services Agreement Page 6 of 17 15. Governmental Powers. It is understood and agreed that by execution of this Agreement. City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action. whether real or asserted. at law or in equity, is brought pursuant to this Agreement. venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas. Fort Worth Division. 18. Severabilit-v. 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 the notice section 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. including the attached exhibits. 22. Amendments / Modifications / Extensions. No amendment. modification. or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument. which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement. including the attached exhibits. 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. Vendor Services Agreement Pape 7 or U 24. 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 salve instrument. 25. 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 Cit), to Vendor for the nonconforming services. 26. Immigration and 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 (1-9). Upon request by City, Vendor will provide City with copies of all 1-9 forms and supporting eligibility docwnentation 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. 27. 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. 28. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party. and that such binding authority has been granted by proper order. resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto. may be executed by any authorized representative of Vendor. Each part), is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Company Name or Ownership. Vendor must notify City's Purchasing Manager, in writing. of a company name. ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action. or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact invoice payments. Vendor Services Agreement faze 8 of 17 30. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than S100,000, 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: (I) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. The terms "boycott Israel" and "company" have the meanings ascribed to those terms in Chapter 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. 31. Prohibition on Boycotting Enerav Companies. If Vendor has fewer than 10 employees or this Agreement is for less than S100,000, this section does not apply. 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. 32. Prohibition on Discrimination Against Firearm and Ammunition Industries. If Vendor has fewer than 10 employees or this Agreement is for less than S100,000, this section does not apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code. the City is prohibited fi-onentering 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 this Agreement 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. 33. 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. (Slb11ature pa e follows (rentC11nder Of this pa a inlenttOnalt j, left blank) Vendor Services Agreement pace 9 of 17 IN WITNESS WHEREOF. the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: VENDOR: Hydromax USA. L C: By: C�4�1 Name: Jesica McEachern By: Title: Assistant City Manager Nat re: Michael Farmer Date: 04/13/2026 Title: ChiefFilZ,26 ancialOfficer — Date: FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: Christopher RL-Arder By: Christopher Harder (Apr 8, 2026 11:44:50 CDT) Name: Chris Harder Title: Water Director Attest: By: Name: Jannette Goodall Title: City Secretary Contract Authorization: M&C: 26-0163 Date M&C Approved: Form 1295: 2026-1414993 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitorin- and administration of this contract. including ensuring all performance and reporting regUlrements. By:� �4 oq,a Name: Regina .tones Title: Sr. Contract Compliance Specialist aaannlipgaa� Approved as to Form and Legality: By: Stephen Hines (Apr 9, 2026 15:53:24 CDT) Name: Title: Stephen M. Hines Senior Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor services Aereement Page 10 of 17 EXHIBIT A SCOPE OF SERVICES INTRODUCTION AND PURPOSE The City of Fort Worth (City) seeks proposals to finalize an agreement for leak survey services for the City of Fort Worth on an "as needed" basis. Prospective responding proposers should ensure they download all attachments for complete responses and understanding of the agreement the City intends to award from this solicitation. The successful proposer(s) is known hereafter as "Contractor"/ "Vendor." 2.0 BACKGROUND The City of Fort Worth (City) is one of the nation's fastest growing metroplexes and provides water service to approximately 1.5 million customers. The City regularly needs to conduct a leak survey on its approximately 4,000 linear miles of water distribution mains. In an effort to reduce the real losses experienced, the City is inviting firms (Vendor) to participate in this Request for Proposal (RFP) to establish an annual agreement to conduct a leak survey on at least 1,000 miles of small diameter (12" or less) water distribution mains and report located leaks back to the City. The mains for this survey will be located throughout the City of Fort Worth and can be made of various materials. Cast Iron (CI), Polyvinyl Chloride (PVC), Asbestos Cement (AC), Ductile Iron (DI) are a few examples of materials that may be surveyed. The Vendor shall furnish all equipment, labor and materials necessary to perform the leak survey. 3.0 SCOPE OF SERVICES 3.1 Job Requirements 3.1.1 The successful Vendor shall follow the Job Requirements listed below while conducting the annual leak survey. 3.1.1.1 Microphone Listening Device — Vendor shall utilize industry standard leak detection equipment to listen to every accessible water distribution asset 3.1.1.2 Correlating Device — Vendor shall utilize industry standard correlating equipment to pinpoint (within 5') any apparent main leaks or in any instance there is sound detected on 2 or more separate assets. 3.1.1.3 Chlorine Testing — Vendor shall have the ability to test Vendor Sen ices Agreement Pae I 1 of 17 chlorine residuals on any flowing or surfacing water found in assigned survey area. 3.1.1.4 Reports — Vendor shall provide a weekly report to City staff for every confirmed leak that provides leak location (address and map visual), type of leak (Service, in the box/meter, main, valve and or hydrant), Assumed leak flow, Field/location notes, Technique utilized to find the leak and the technician responsible, and asset information 3.1.1.5 GIS Integration — Vendor shall have the ability to provide the City with live GIS updates on leak information and crews current locations. Ability to provide shape files to the City that are compatible with ArcMap, upon the City's request. 3.1.1.6 QA/QC — Every month the City and Vendor shall review leaks that were submitted to the City that had discrepancies determined by City staff. 3.2 Responsibility 3.2.1 Correlations — Vendor shall correlate every main leak and or potential leak heard between 2 or more assets within close vicinity. 3.2.1.1 When correlating Vendor shall have an accuracy of 5" or less 3.2.2 Mapping Discrepancies — Vendor shall report to City staff any mapping discrepancies observed during the leak survey. 3.2.3 Leak Designation — The Vendor shall designate each leak based on the asset that it is found on (Hydrant, Main, Service, Meter/In the Box, Valve, etc). 3.2.3.1 When a leak is found on a meter or in the box the Vendor shall notate whether the leak is on the Customer's side or the City's side. 3.2.4 Chlorine Testing — Vendor shall conduct chlorine testing on all visible flowing water within the assigned survey area. Vendor Sen ices Agreement Pace 12 of 17 3.2.4.1 If chlorine residual test is positive for chlorine, Vendor shall notify City staff and notate it within their report. 3.2.5 Data Collection — The Vendor shall collect data under 4 different conditions: 3.2.5.1 Suspicious noise heard during the survey 3.2.5.1.1 GPS coordinate at the location where the suspicious noise was heard. This Data point shall be in a format that is compatible with the City's GIS software ArcMap. 3.2.5.1.2 Nearest Street address of the location shall be provided to the City 3.2.5.1.3 What type of asset the noise was heard on (Fire Hydrant, Valve, Meter) 3.2.5.2 Pinpointed leaks 3.2.5.2.1 GPS coordinate at the location where the leak was pinpointed/correlated. This Data point shall be in a format that is compatible with the City's GIS software ArcMap. 3.2.5.2.2 Nearest Street address of the location shall be provided to the City 3.2.5.2.3 What type of asset the leak was located on (Fire Hydrant, Valve, Meter) 3.2.5.2.4 Notate if the leak is on private plumbing or on a public asset 3.2.5.3 Damaged or dirty assets 3.2.5.3.1 GPS coordinate at the location where damaged or dirty assets were located. This Data point shall be in a format that is compatible with the City's GIS software ArcMap. 3.2.5.3.2 Nearest Street address of the location shall be Vendor Services Agreement Page 13 of 17 provided to the City 3.2.5.3.3 What type of asset that is damaged or dirty (Fire Hydrant, Valve, Meter) 3.2.5.3.4 Whether the asset is damaged, dirty, and/or missing parts 3.2.5.3.5 Examples of damaged/dirty assets can be: 3.2.5.3.5.1 Damaged, missing or misaligned valve boxes and lids; 3.2.5.3.5.2 Damaged or missing meter boxes and lids; 3.2.5.3.5.3 Damaged or missing air release valve box lid; 3.2.5.3.5.4 Damaged or missing Fire Hydrants. 3.2.5.3.5.5 Assets covered in mud or submerged 3.2.5.4 Mapping Discrepancies 3.2.5.4.1 GPS coordinate any discrepancy that the Vendor observes in the field that differs from data provided by the City. This Data point shall be in a format that is compatible with the City's GIS software ArcMap. 3.2.5.4.2 Nearest Street address of the location shall be provided to the City 3.2.5.4.3 Notate type of asset that has the discrepancy (Valve, Hydrant, Meter, Main, etc) 3.2.5.4.4 Notate type of discrepancy (Visible but not accessible, Missing, Not shown on City data.) 3.2.5.4.4.1 Paved over and buried will count under the missing classification 3.2.5.5 Field Service Technicians Vendor Services A_reement PaQe 14 of 17 3.2.5.5.1 There are tinges when the City may request work for field leak detections/correlation services that are not directly related to the leak survey. The Vendor shall provide a quote for these services and this Vendor shall receive written approval from a City employee prior to performing the work. 3.2.5.5.2 These services will be billed by the hour and shall encompass all associated costs within that hourly rate (Overhead, Equipment, etc.). Vendor Sm ices Agreement Pane 1--, of 17 Primary Responses S.e.— All cl.ws -4d' I= q Project Ref# 26-0023;Acoustic Leak Survey S-- All valuos P,..,,dcd Bid =1-1 Success All -I-sp—slec, Bid c. 2 Success All values provided Bid =1 3 Success All -1— Pl.I.dd Bid EXHIBIT B PAYMENT SCHEDULE Miles of Main Surveyed %, Mobilization 5&'h Main Leaks Found Field Technician lel— -,S ice 11 %ao v--$ �: 52 -15 C., =,eltl Se-.'ces S275.003Z .z ass ... :eIj 1,f 14ak st-'d TW--g Je.N �e se,—s 5 ic U1, an C—e dv.e 2 -:1 PIW '1- e,J se,— S 22 ic^ C^, Vendor Services Agreement Page 16 of 17 3/10/26, 10:56 AM M&C Review CITY COUNCIL AGENDA Create New From This M&C Official site of the City of Fort (North, Texas FORT WORTII REFERENCE **M&C 26- 13PRFP 26-0023 ACOUSTIC DATE: 3/10/2026 NO.: 0163 LOG NAME: LEAK SURVEY DETECTION WTR AO CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize Execution of an Agreement with Hydromax USA, LLC for Acoustic Leak Survey Detection in an Annual Amount Up to $400,000.00 for a One -Year Initial Term and Authorize Four One -Year Renewal Options in an Amount Up to $440,000.00 for the First Renewal, $484,000.00 for the Second Renewal, $532,400.00 for the Third Renewal, and $585,640.00 for the Fourth Renewal for the Water Department RECOMMENDATION: It is recommended that the City Council authorize the execution of an agreement with Hydromax USA, LLC for acoustic leak survey detection, in an annual amount up to $400,000.00, for a one-year initial term, and authorize four one-year renewal options in an amount up to $440,000.00 for the first renewal, $484,000.00 for the second renewal, $532,400.00 for the third renewal, and $585,640.00 for the fourth renewal for the Water Department. DISCUSSION: The Water Department approached the Purchasing Division to secure an agreement for Acoustic Leak Survey Detection located at various Water and Wastewater facilities. The City regularly needs to conduct a leak survey on its approximately 4,000 linear miles of water distribution mains. In an effort to reduce the real losses experienced, the City invited firms (Vendor) to participate in this Request for Proposal (RFP) to establish an annual agreement to conduct a leak survey on at least 1,000 miles of small diameter (12" or less) water distribution mains and report located leaks back to the City. The mains for this survey will be located throughout the City of Fort Worth and can be made of various materials. Purchasing Staff issued RFP Number 26-0023. The RFP consisted of detailed specifications describing the responsibilities and requirements to provide these services. The RFP was advertised in the Fort Worth Star -Telegram on December 3, 2025, and December 10, 2025. The City received two (2) responses. An evaluation panel consisting of representatives from the Water and Information Technology Solutions (ITS) Department reviewed and scored the submittal using Best Value criteria. The individual scores were averaged for each of the criteria, and the final scores are listed in the table below. Proposers Evaluation Factors a. b. c. -I d. I e. f. 1 Total Hydromax USA, LLC .00124 7575121 25 j12.38112.75114.09185.22 McKim Creed, Inc 00 0,23 25120 63I13.13j12.75115.00 8 74 5 The RFP document specified the use of the following Best Value Criteria: a. Small Business Participation b. Qualifications, and Company Experience c. Ability to meet the City's needs d. Method of Approach apps.cfwnet.org/council_packet/mc_review.asp?ID=34206&council date =3/1 0/2026 1/3 3/10/26, 10:56 AM M&C Review e. Proposed schedule, equipment and work plan f. Cost After evaluation, the panel concluded that Hydromax USA, LLC presented the best value for the City. Therefore, the panel recommends that City Council authorize the execution of an agreement with Hydromax USA, LLC. No guarantee was made that a specific amount of services would be purchased. FUNDING: The maximum annual amount allowed under this agreement is $400,000.00; however, the actual amount used will be based on the needs of the department and available budget. Funding is budgeted in the General Operating & Maintenance category in the Water & Sewer Fund for the Water Department. AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and shall expire one year from that date. RENEWAL TERMS: This Agreement may be renewed at the City's option for up to four additional, one-year renewal options in an amount up to $440,000.00 for the first renewal, $484,000.00 for the second renewal, $532,400.00 for the third renewal, and $585,640.00 for the fourth renewal for the Water Department. This action does not require City Council approval, provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal terms. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. SMALL BUSINESS — In accordance with the City's Small Business Ordinance, Chapter 21 of the City Code, the City has established a 30\% Small Business goal for this solicitation/contract. No company met the goal of utilizing certified small business subcontractors for at least 30\% of the total contract value, therefore not meeting the requirements of the City's Small Business Ordinance. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Water & Sewer Fund to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the Water Department has the responsibility to validate the availability of funds. BQN\\ Fund Department ID Account Project ID Program Activity Budget Year Reference # (Chartfield 2) Amount FROM Fund Department ID Account Project ID Program Activity Budget Year Reference # Chartfield 2 Amount Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: Reginald Zeno (8517) Jesica McEachem (5804) Reginald Zeno (8517) Christopher Harder (5020) Haven Wynne (8525) Aiyanna Owens (8317) apps.cfwnet.org/council_packet/mc_review.asp?ID=34206&councildate=3/10/2026 2/3 3/10/26, 10:56 AM M&C Review ATTACHMENTS 13PRFP 26-0023 ACOUSTIC LEAK SURVEY DETECTION VVTR AO FundsAvail.docx (CFW Internal) FID table Leak Survey.xlsx (CFW Internal) RFP 26-0023 - HUSA Form 1295.pdf (CFW Internal) SAM-Hydro,pdf (CFW Internal) SOS.pdf (CFW Internal) apps.cfwnet.org/council_packet/mc review.asp?ID=34206&councildate=3/10/2026 3/3 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Hydromax USA Subject of the Agreement: Vendor shall provide acoustic leak detection services M&C Approved by the Council? * Yes 0 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes 0 No 0 off so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No ❑✓ If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No ❑✓ If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: 4/13/2026 If different from the approval date. Expiration Date: 4/13/2027 If applicable. Is a 1295 Form required? * Yes ❑✓ No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. N/A *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ✓❑ No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.