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HomeMy WebLinkAbout066048 - General - Contract - United Professionals Services LTD.City Secretary Contract No. 66048 FORT WORTH® VENDOR SERVICES AGREEMENT OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and United Professional Services LTD. ("Vendor" or "Contractor"), each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services. Vendor will provide City with chlorine tank inspections on an as - needed basis ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. The initial term of this Agreement is for 1 year, beginning on the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (1) one-year renewal option(s) (each a "Renewal Term"). 3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit "B," which is attached hereto and incorporated herein for all purposes. Total annual compensation under this Agreement in an amount up to Seventy Five Thousand Dollars ($75,000.00). Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -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 Vendor Services Agreement Page 1 of 14 City Secretary Contract No. has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. 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 Vendor Services Agreement Page 2 of 14 City Secretary Contract No. understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for Vendor Services Agreement Page 3 of 14 City Secretary Contract No. City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability Vendor Services Agreement Page 4 of 14 City Secretary Contract No. $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General 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- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor Services Agreement Page 5 of 14 City Secretary Contract No. Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: United Professional Services, Ltd. Tracy Clark, Managing Partner 1209 Cantrell Sansom Rd Fort Worth, TX 76161 Facsimile: 14. Solicitation of Employees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. Vendor Services Agreement Page 6 of 14 City Secretary Contract No. 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 Majeure. 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 its Exhibits. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures Vendor Services Agreement Page 7 of 14 City Secretary Contract No. 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 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 party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. 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 so may adversely impact future invoice payments. 29. No Boycott 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 Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains Vendor Services Agreement Page 8 of 14 City Secretary Contract No. a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) Vendor Services Agreement Page 9 of 14 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: I OWbl�l NamePieMthh16, 2026 15:29:11 CDT) Title: Assistant City Manager Date: 10/16/2026 APPROVAL RECOMMENDED: ATTEST: nnn a �'O� �GHToAAO _Fg dV° o=0 000.o, o`*p 1, aannnfEx a5a` Name:' J'annette GoO'all Title: City Secretary VENDOR: United Professional Services, Ltep By: Name: Tracy Clark Title: Managing Partner 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: Shatabya ergland (Oct 6, 2026 10:20:09 CDT) Name: Shatabya Bergland Title: Sr. Contract Compliance Specialist APPROVED AS TO FORM AND LEGALITY: By: Name:D t (Oct 9, 2026 11:32:11 CDT) Title: Sr. Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Form 1295: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 14 City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES The Fort Worth Water Department owns and operates bulk liquid chlorine tanks that require periodic testing and inspection. This contract will cover the testing and inspection services for the nine liquid chlorine bulk storage tanks. 1.0 Specifications 1.1 City of Fort Worth Plant Operations staff will be performing all physical requirements for emptying, cleaning, filling, pressurizing, de -pressurizing, removal of parts, installations of parts, and will be providing required materials to complete the inspection and testing of all vessels. Contractor will be verifying work performed and that our staff is meeting regulations. Contractor will also perform the Ultrasonic Thickness testing on the shell and head of the vessel, as well as submitting the report to the City of Fort Worth and required paperwork to all regulatory groups as required. 2.0 Reporting Criteria 2.1 Verification of hydrostatic test of the vessel — per ASMEs (American Society of Mechanical Engineers) requirements (1.5X design pressure) — one hour hold time. 2.2 Inspect tank shell and head ultrasonic thickness measurements — record readings and show graphically on tank drawing 2.3 Inspector will provide a visual internal physical inspection of the tanks — incorporate pictures into the report 2.4 Observe and verify dry purge and dewpoint check to minus 40 degrees F or lower. Date, time, and temperature achieved are to be noted in the report 2.5 Provide final report with all test data and inspection observations 2.6 Inspection of tanks to be performed by a certified pressure vessel inspector 2.7 Report will clearly list any inspection items that need additional repair or replacement to be compliant. FWWTR will complete the repair or replacement in house and then contact vendor for a re - inspection. 2.8 Vendor will submit inspection and report to all local, state and federal entities required 2.9 References 2.9.1 Contractor will inspect and test in accordance with Rules for Construction of Pressure Vessels, Section VIII, Division 1, ASME Boiler and Pressure Vessel Code, latest edition 2.9.2 Contractor will inspect and test in accordance with the specifications of Nondestructive Examination, Section V, ASME Boiler and Pressure Vessel Code, latest edition. Vendor Services Agreement Page 11 of 14 City Secretary Contract No. 2.9.3 Bulk Storagequid Chlorine - Chlorine Institute Pamphlet 5, utilizing its current revision: Edition 10, from 2022 2.10 Project Access 2.10.1 Access to the Rolling Hills Water Treatment Plant, the Eagle Mountain Water Treatment Plant, and Village Creek Water Reclamation facility will be via the main security gate. Contractors shall show the security guard their driver's license to access the plants. 2.11 Project Duration 2.11.1 We would like the work to be completed as quickly as possible. From the date of the notice to proceed, we would like the testing to be completed within 180 calendar days or 6 months. The testing of 2 tanks at any plant at the same time is prohibited due to operational needs and limitations of required resources. IE angle valves, pressure relief valves, and gaskets. 3.0 Price Adjustments 3.1 Vendors that require that unit prices be adjusted for increases or decreases in Vendor's cost during the contract period shall use the procedure listed below. Price adjustments may only be requested on an annual basis in conjunction with the contract's renewal. 3.1.1 The Vendor must submit its price adjustment request, in writing, at least 90 days before the requested effective period. The Vendor shall provide written proof of cost increases with the price adjustment request and updated pricing per line item. 3.1.2 If the City concludes that the rate increase being requested is unacceptable, the City reserves the right to adjust the rate request, or reject the rate request in its entirety and allow the contract to expire at the end of the contract term. If the City elects not to exercise the renewal option, the Purchasing Division reserves the right to issue a new solicitation or procure the goods or services by any other allowable means. 3.1.3 Prices shall remain firm for the term of the Agreement and shall include all associated freight and delivery costs, unless otherwise specifically stated in writing and agreed to by City. 3.1.4 Upon expiration of the contract term, the successful Vendor agrees to hold over under the same terms and conditions of the contract for a reasonable period of time to allow the city to re- solicitate an agreement, not to exceed ninety (90) days. 3.1.5 The provision of goods and/or services shall not be suspended by the Vendor except as expressly allowed by the contract's terms and conditions. 4.0 Invoice and Payments 4.1 Registration - Successful Bidder(s) is required to register for direct deposit payments prior to providing goods and/or services using the forms posted on the City's website at: https://www.fortworthtexas. og v/departments/finance/purchasing/re ig ster 4.2 Payment — All payment terms shall be "Net 30 Days" unless specified in the bid and agreed in the City. Vendor Services Agreement Page 12 of 14 City Secretary Contract No. 4.3 Invoices — The Vendor shall send invoices electronically to the City's centralized Accounts Payable department invoice email address: supplierinvoices(a�fortworthtexas.gov; Please include the following on the subject line of your email: Supplier name, Invoice number, and PO number, separated by an underscore (ex: Example, Inc._123456_FW013-0000001234). This email address is not monitored so please do not send correspondence to this email. If Vendor has any invoice questions, please contact the City Department ordering the goods/services or Central Accounts Payable at 817-392-2451 or by email at: Zz_FIN_AccountsPayable@fortworthtexas.gov Vendor Services Agreement Page 13 of 14 Chlorine Bulk Storage Tank Testing Background The Fort Worth Water Department owns and operates bulk liquid chlorine tanks that require periodic testing and inspection. This contract will cover the testing and inspection services for the following nine liquid chlorine bulk storage tanks: Location Eagle Eagle Rolling Rolling Village Village Village Village Village Mnt. Mnt. Hills Hills Creek Creek Creek Creek Creek WTP WTP WTP WTP 4500 4500 4500 4500 4500 6801 6801 2500 SE 2500 SE Wilma Wilma Wilma Wilma Wilma Bowman Bowman Loop Loop lane lane Lane Lane Lane Roberts Roberts 820 820 Tank Serial Serial Serial Serial Serial Serial Serial Serial Serial Serial Number 68587 62039 62536 68586 18079 18078 18075 18076 18077 Date Last 2014 2014 10/2014 4/2014 New tank New tank New tank New tank New tank Tested installed installed installed installed installed 2020 2020 2020 2020 2020 Manufacturer Ace Ace Ace Ace Tank& Tank& Tank& Tank& Tank& Buehler Buehler Buehler Buehler Vessel Vessel Vessel Vessel Vessel Builders Builders Builders Builders Builders Date of 1986 1983 1983 1986 2020 2020 2020 2020 2020 Manufacture Des. Working 225 psi 225 psi 225 psi 225 psi 275 psi 275 psi 275 psi 275 psi 275 psi Pressure Code ASME ASME ASME ASME ASME U ASME U ASME U ASME U ASME U Section Section Section Section W RT-1 W RT-1 W RT-1 W RT-1 W RT-1 8, Div. 1 8, Div. 1 8, Div. 1 8, Div. 1 HT HT HT HT HT Shell 0.625" 0.625" 0.625" 0.625" .625" .625" 0.625" 0.625" 0.625" thickness (minimum in) Head 0.625" 0.625" 0.625" 0.625" .750" .750" .750" 750" 750" thickness (minimum in) Tank Volume 5,000 5,000 5,000 5,000 5,300 5,300 5,300 5,300 5,300 gallons gallons gallons gallons gallons gallons gallons gallons gallons City Secretary Contract No. EXHIBIT B PAYMENT SCHEDULE See next page. Vendor Services Agreement Page 14 of 14 UNITE' Professional Services, LTD PO Box 162504 Fort Worth, Texas, 76161 August 6, 2026 Fort Worth Water Department Attn: Danny Mitchell Water Systems Asst. Supervisor Dear Mr. Mitchell, I appreciate this opportunity to provide our services for the Chlorine tank testing per your spec sheet : Chlorine Bulk Storage Tank Testing. Per your Scope of Work, we would conduct the Hydrostatic test, Tank shell Ultrasonic thickness testing, & Visual interior inspection of the tank before it is sealed up with the protective housing. Scope of Work As we understand, the City of Fort Worth will provide: • Filling of the tanks w/ potable water while scrubbing vapors, and United would conduct the HydroTest to 11/3 times the MAWP of the tank after filling is complete. • City personnel remove the tanks pressure plate assembly, will empty the tanks filling water & conduct interior washing. • United personnel will enter the tank to conduct interior inspection • City personnel will replace the tank pressure plate assembly with new gaskets for valves and pressure plate assembly and fasteners (upon their decision) • United personnel will assist with pulling a vacuum on the tank to remove atmospheric air from the tank • City personnel will supply and apply Nitrogen to the tank to assist with purging of moisture in the tanks atmosphere and allow for pressure test of pressure plate and valve sealing surfaces • United will conduct Dew Point test to assure the tanks atmosphere is -40F dewpoint • United will conduct Ultra Sound thickness testing on the tanks shell • United will submit a report for each tank listing Ultra Sound measurements on the tank shell, interior photos and opinions, record the replaced Valve serial numbers and supply a Project Report of the entire tank refurbishment Cost Schedule United will conduct the above Scope of Work for a price of $6,000.00 per tank. United would like to have a lead time of notification for approximately 10 days prior to the commencement of Scope of Work for each tank for scheduling purposes. If you have any questions or comments for me regarding this Bid Proposal, please feel free to contact me @ 817-366-0989 or tract'( upsltd.us. Sincerely, United Professional Services Tracy Clark Managing Partner -United Professional Services, Ltd Professional Services, LTD .7fnaardouo ✓llateiah Specia�iota 2026 Time and Materials Fee Schedule I. LABOR A. Operations and Administrative Personnel Rates These rates apply to personnel performing labor in support of the contract work (whether performed on site or off site). Rates stated below are per person per hour with a four (4) hour minimum per person per day. CLASSIFICATION Supervisor Foreman Technician, Emergency Response Technician, Remediation Technician, Industrial Hygiene/Environmental Officer, Site Safety Operator / Driver, Equipment/ Truck Supervisor, High Hazard/Reactives/Explosives/Cylinder Technician, High Hazard/Reactives/Explosives/Cylinder Clerical/Secretarial/Administrative Section 1.A Notes - HOURLY RATE 136.50 123.50 110.50 104.00 110.50 117.00 110.50 227.50 195.00 65.00 1. Standard Hours - All labor rates above are for "Standard Hours". For purposes of this Rate Schedule, "Standard Hours" is defined as the first forty (40) hours worked by the employee on a particular project during any calendar week between the hours of 7:00 a.m. and 4:00 p.m. Monday through Friday, exclusive of designated holidays. A calendar week is Monday through Sunday. 2. Non -Standard Hours - For purposes of this Fee Schedule "Non -Standard Hours" is defined as: (i) all hours worked before 7:00 a.m. and /or after 5:00 p.m. Monday through Friday (ii) all hours worked on a particular project between 7:00 a.m. and 5:00 p.m., Monday through Friday which are in excess of either eight (8) hours worked in any calendar day or forty (40) hours worked in any calendar week; and (iii) all hours worked on Saturdays and/or Sundays. Labor performed during Non - Standard Hours will be billed at one and one-half (1.5) times the rates set forth herein. Notwithstanding the above, any hours worked on a designated holiday will be billed as "Holiday Hours" pursuant to Note 3. below. Confidential Page 2 8/5/2026 3. Holiday Hours - The fees for labor performed on holidays will be 2 times the rates set forth herein if such time would otherwise qualify as Standard Hours pursuant to Note 1, above. The fees for labor performed on the designated holidays will be 2.5 times the fee that would otherwise qualify as Non -Standard hours pursuant to Note 2. above. 4. Designated holidays are: New Year's Day, Easter Sunday, Memorial Day, Independence Day, Labor Day, Thanksgiving, Day after Thanksgiving and Christmas. B. Technical, Professional, Supervisory and Other Labor Rates - These rates apply to personnel performing labor in support of the contract work (whether performed on site or off site). CLASSIFICATION HOURLY RATE Manager, Project / Operations 188.50 Specialists/Consultants, Other 97.50-325.00 C. Notes Pertaining to Rates in Section 1.A and Section 1.B- 1. High Hazard / Reactive / Explosive / Cylinder rates apply to projects involving: explosives or explosion risk; firefighting or risk of fire; Level A or Level B Personal Protective Equipment; unknown materials; and/or handling of highly hazardous materials. Applicability of High Hazard rates will be at the sole determination of United based on project conditions. 2. The above rates apply to all personnel on the project whether actual United employees or temporary labor (e.g. provided through labor services or subcontractors) and will be billed at the corresponding hourly rates above applicable to the position. 3. United personnel will be billed to the contract for the time required to mobilize, service, repair and restock all vehicles and equipment used in the performance of the contract. 4. In the event any personnel scheduled above are engaged to provide expert testimony in any court or administrative preceding the rate for such person while testifying either at deposition or hearing shall be two (2) times the hourly rate scheduled above 5. Travel time for personnel shall be billed at the corresponding rate stated above. 8/5/2026 Fee Schedule Page 3 Year 2026 Confidential Page 3 8/5/2026 II. EQUIPMENT A. Vehicles and Trailers - 1. Vehicles : Fuel surcharge for all vehicles per government rate DESCRIPTION RENTAL RATE Crew Response Truck (per vehicle) 35.00 / hour and 1.00/mile Vacuum Truck 3000 gal. (per vehicle) 80.00/Hr. portal to portal **All Vehicles have a 4 -hour minimum** Note: Rental shall be charged on a daily basis plus mileage, if so indicated. All other items will be charged on an hourly basis plus mileage at the rate indicated above with a minimum charge of four (4) hours per day. For purposes of computing rental charges, the term "calendar day" connotes a 24 -hour period of time beginning at 00.00 hours and ending at 23.59 hours. The rental period begins when an item of equipment mobilized or otherwise first made available for use on the Work and continues until such equipment is returned to United for use of other projects or is returned to a third -party supplier. Hourly rate stated for Boiler does NOT include Boiler Fuel. 8/5/2026 Fee Schedule Page 3 Year 2026 Page 4 FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: United Professional Services LTD Subject of the Agreement: Chlorine tank inspections as needed M&C Approved by the Council? * Yes ❑ No EZI If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No IZI If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No IZI If unsure, see back page 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: When signed by ACM If different from the approval date. Expiration Date: One year from effective date If applicable. Is a 1295 Form required? * Yes ❑ No EZI *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes © No O Contracts need to be routed for CSO processing in the following order: 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.