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HomeMy WebLinkAboutContract 50945 CITY SECRETARY CONTRACT N0., P.O. No.i�k- SS No..: SS18-00420875 j FORT NORTH I CITY OF TORT WORTH SOLE SOURCE PURCHASE VENDOR AGREEMENT This Sole Source Purchase Agreement("Agreement") is entered into by and;between Horizon Technology Jnc., ("Seller") and the City of Fort Worth, ("Buyer"), a'Teras home rule municipal corporation. The Sole Source Purchase Agreement includes the following doctiments which shall be construed in the order of precedence in which they are listed: 1. This Sole.Source Purchase Agreement; 2. Exhibit A—Terms and Conditions; E 3. Exhibit B -[Seller's Quote, Scope of Services or Purchase Order]; 4. Exhibit C—Seller's Sole Source Justification Letter; 5. Exhibit D—Sole Source Procurement'Justification;and 6. Exhibit E—Conflict of Interest Questionnaire. Exhibits A, 13, C, D and E,.which are attached.hereto and incorporated herein, are made a pact of this Agreenlent.for all purposes. The Amount of this contract shall not exceed$48,536.50.. The undersigned represents and warrants"that he or she has the power and authority to execute this Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be executed by their duly authorized representatives to be effective as of the date signed below. Vendor Name: Horizon Technology Inc., Authorized Signature Printed Name: Title: Sales Administrator Date' April 26,2018 y City of Fort Worth i t Authorized Signature i Pi-htted Name: Title: Date: 4(7-7 L-w is/ Sole Source;Agreement-Horizon Technology Inc 1 - i OFFICIAL RECORD .Revised 4.19.18cg � Cliry BECRVARY F'Tw WORK TX r r 4 1 • -1 P.O.No. SS A.o. ::SS1"420875 Exhibit.A CITY OF FORT WORTH,TEXAS STANDARDPURCHASING TERMS AND CONDITIONS 14 DEFINITION OF BUYER The,City of Fort Woi*its officers,.agents,servants,authorized employees,vendors and subvendors who act on behalf of various City departments,,bodies or agencies. 2.0 DEFINITION OF SELLER The consultant, Vendor(s),.supplier.,.Vendor(s)or other provider ofgooda and/or. entices, its officers;.agents,servants, employees;vendors.:and subvendors.'wlio act on behalf of the entity under a contract with thetity of Fort Worth. 3.0 TERM 3..1 The is:for a-one time purchase for the items.listed.in Exhibit B. 4.0 PUBLIC INFORMATION Any information submitted to the City of Fort Worth(the:"City")may be requested by a member of the public under the.Texas'Public Information Act: See TEX. GOV'T CODE ANN: §$.5.52.002,.552.12.$.(c)(West..Supp. 20p6}. If the,Cityrecowps a.requestfor a Seller's proprietary information,the Seller]fisted in the request will be notified and given an opportunity to make arguments to the Texan Attorney GeneraI's Q lice(the"AGI) regarding reasons the Seller believes than its.information may not lawfully`be released.If E Seller does not:make arguments.or the AG rejects the arguments Seller ihakes,Seller's ' information will be released without penalty to the City. 5.0 PROHIBITION AGAINST PERSONAL INTEREST 1N CONTRACTS No officer or employee of.Buyer shall have a financial interest, direct or indirect,iia.auy 'contract with.Buyer:or be finan.dally interested;directly or indirectly,iti the sale to Buyer of Ax1y land, materials,stapplies or services, except on behalf.of Buyer:as.an officer or employee.Any willful violation of.this section shall constitute malfeasance in office,And any officer or employee found guilty thereof.shaIl thereby forfeit his office or position } Any violation of this section with the knowledge; expressed or implied,of the person or corporation.contracting,with the.City Council shall render the,contract invalid by the City IVlhnager or the:City Council.,(chapter;:) XVIt,,Secti on 16, City. of Fort Worth.Charter) 6.0 ORDERS 6.1 No;employees of the Boyer or its:offieers; agents,servants;vendors or subveodors. Who:act on behalf of various.City.departments,bodies or agencies.`are•authorizdd to place orders for goods and/or services without ptaviduig qp'r.ove.d.contract numbers,purchase order numbers,or releme_numbers issued by the Buyer:The only exceptions are Purchasing�Card.orders and emergencies-pursuant to Texas. Sole Source Agre;etnent-;Horizon Technotogy Inc z Revised 4.19.18tjg R.O. No ,__� SS No, :SS18-00420875 Local Government Code Section 252.022(a)(1), (2), or(3)..In the case of emergencies,the Buyer's.Purchasing Division will place such orders. 6.2 Acceptance of an order and delivery on the part of the Seller without an approved contract number,purchase order number,or release number issued by Buyer may result in rejection of delivery, retw•n of'go.orfs at the Seller's cost and/or non- payment. 7.0 SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice. Each shipping container, shall be clearly and permanently marked as follows: (a)Seller's name and address: (b) Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers,e.g.,box l of 4 boxes; and (d)Number of the container bearing the packing slip, Seller shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications.Buyer's count or weight shall be final and.conclusive on shipments not accompanied by packing lists. 8.0 SHIPMENT UNDERRESERVATIOiN PROHIBITED Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will operateas a tender of goods. 9.0 TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery after inspection and acceptance of the goods. 10.0 DELIVERY TERN-IS AND.TRANSPORTATION`CHARGES Freight terms shall be F.O.B. Destination,Freight Prepaid and Allowed, unless delivery terms are specified.otherwise in Seller's proposals. Buyer agrees to reimburse Seller for transportation costs in.the ammint specified in Seller's proposals or actual costs, whichever is lower,if the quoted delivery terms do not include transportation costs; provided,-Buyer shall have the right to designate what method of transportation shall be used to ship the goods. 11.0 PLACE OF DELIVERY I The place of delivery shall be.set forth in the"Ship to"block of the purchase order,. purchase change order, or release order. 12.0 RIGHT OF INSPECTION s Buyer,shall have the right to inspect the goods upon delivery before accepting them. Seller shall be responsible for all charges.for the return to Seller of any goods rejected as being nonconforming under the specifications. 1 i i E Sole Source Agreement--Horizon Technology Inc 3 Revised 4.19.18cg I I P.O. No i { SS No. :SS18-00420875 } 13.0 nvvOICES 13.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase change order after each delivery. Invoices shall indicate the purchase f order or purchase change order number. Invoices shall be itemized and { transportation.charges,if any,shall be listed separately.A copy of the bill of ! lading and the freight waybUl, when applicable, should be attached to the invoice, Selter shall mail or deliver invoices to Buyer's Department and address as set forth in the block of the purchase order,purchase change order or release order entitled "Ship to." Payment shall not be made until the above instr-rnnents have been submitted after delivery and acceptance Of the goods and/or services. 13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyer shall fiimish a tax exemption certificate upon Seller's request, 13.3 Payment. All payment terms shall be"Net.30 Days"unless otherwise agreed to in writing. Before the 1st payment is due to Seller,Seller shall register for direct } deposit payments prior to providing goods and/or services using,the fonns posted on the City's website.". 14.0 PRICE WARRANTY 14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller warrants to be no higher than Seller's current prices on orders by others.for products and services of the kind and specif cation covered by this agreement for similar quantities under like:conditions and methods of purchase. In the event Seller breaches this warranty;the prices of the items.shall be reduced to the prices contained in Seller's proposals,or in the alternative upon Buyer's option,Buyer shall have the right to cancel this contract without any liability to:Seller for breach or for Seller's actual expgise. Such remedies are in addition to and-not in lieu of any other.remedies which Buyer mayhave in law or equity. 14.2 Seller warrants that no person or selling agency has.been employed or retained to solicit or-secure this contract upon an agreement.or understanding for commission,percentage:brokerage or contingent fee„excepting employees of an established commercial or selling agency that is`maintained by Seller for the purpose of securing business. For breach or violation of this warranty, Buyer shall have the right, in addition to any other right or rights arising pursuant to said purchase(s),to cancel this contract without liability and to deduct-from the contract price such commission percentage,.brokerage or contingent fee, or otherwise to recover the full amount thereof. '15.0 PRODUCT WARRANTY Seller shall not limit or exclude any express or implied warranties and any attempt to do so sliall render this contract voidable at the option of Buyer: Seller warrants that tete I Sole Source Agreement—Horizon Technology Inc 4 _ Revised 4A9.18cg iff ' f I P.O. No f SS No. SS18-00420875 goods furnished will conform to$uyer's specifications, drawings and descriptions listed in the proposal invitation, and the sample(s)famished by Seller,if any. In the event of a t conflict between Buyer's specifications,drawings,and descriptions,Buyer's specifications shall govern. 16.0 SAFETY WARRANTY Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act(OSI-1A) of 1970, as amended. In the event the product does not conform to.OSHA standards, Buyer may return the product for correction or replacement at Seller's expense. In the- event Seller fails to make appropriate correction within a reasonable time,any correction made by Buyer will be at Seller's expense.Where no correction is or can be made,Seller shall refund.all monies received for such goods within thirty(30)days after request is made by Buyer in writing and:received by Seller.Notice is considered to have been received upon hand delivery,or otherwise in accordance with Section 29.0 of these terms and conditions.Failure to make such refund shall constitute breach and cause this contract to terminate immediately 17.0 SOFTWARE LICENSE TO SELLER If this.purchase is for the license.of sofhyare products and/or services., and unless otherwise agreed, Seller hereby grants to Buyer, a perpetual, irrevocable,non-exclusive, nontransferable,royalty free license to use the software. This software is "proprietary"to Seller,and is licensed and provided to the Buyer for its sole use for purposes under this Agreement and any attached work orders or invoices. The City may not or share this software without permission of the Seller;however Buyer may make copies of the software expressly for backup purposes. 18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 18.1 The SELLER warrants that all Deliverables, or any part thereof,furnished hereunder,including but not limited to: programs,documentation,software, analyses,;applications,methods,ways,and processes (in this.Section each i individually referred to as a-"Deliverable"and collectively as.the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marl=s, trade secrets,or any intellectual property rights or other third party proprietary rights,in the performance of.services under this Agreement. 18.2 SELLER.shall be liable and responsible for any and all claims made against the City for infringement of any patent,copyright,trademark,service mark, trade secret,or other intellectual property rights:by the use of or supplying of aniy Deliverable(s) in the,course of performance.or completion of,or in any Way connected with providing the services, or the City'stontinued'use of the Deliverable(s) hereunder. j Sole Source Agreement-Horizon Technology Inc 5 Revised 4.19.18cg P.O.No m SS No. :SS18-00420875 18.3 SELLER Agrees to indemnify,defend, settle, or pay, at its own cost and expense,inciudng.the payment of attorney's fees, any claim or action against the City for infringement of any patent copYri hti.trade mark sevice mark { i. trade secret, or other intellectual property right arising from City's use of the Deliverable(s),or any part thereof,in accordance with this Agreement, it being understood that:this agreement to.indemnify,defend,settle or pay shall not,apply if the City modifies or misuses the Deliverable(s)..$o long as SELLER bears the cost and expense-of payment for claims or actions against the City pursuant to this section 8,SELLER shall 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 shall have the right to fully participate in any and all such settlement, negotiations,or lawsuit as necessary to protect the City's interest,and City agrees to cooperate with SELLER 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 the City for infringement arising under this Agreement,the City shall 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, SELLER shall fully participate and cooperate with the City in defense of such.claim or action, City agrees to give SELLER tunely:written notice of .any such claim or action,'with copies of all papers City may receive relating thereto.Notwithstanding the foregoing,the City's assumption of.payment of costs or expenses shall not eliminate SELLER's duty to indemnify the.City under this Agreement.If the Deliverable(s),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, SELLER shall, at its own expense and as City's.sole remedy,either: (a) procure for City the right to continne to use the Deliverable(s); or(b).modify the Deliverable(s) to make them/it non-infringing,'provided, that such modification does: not materially adversely affect City's authorized use of the Delive.rable(s);. or (c) replace the Deliverable(s)with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City;or(d) if none of the foregoing alternatives is reasonably available to SELLER, terminate this Agreement,. and refund all amounts.paid to SELLER by the.City,subsequent to which termination City may seek any and all remedies available to City under law. 19.0 ONVNERSHIP OF WORK PRODUCT Seller agrees that any and all analyses, evaluations,;reports;memoranda,letters, ideas, processes;methods, programs, and manuals that were developed,prepared, conceived, Made or suggested by the:Seller for the City pursuant to a Work Order,including all such Sole SourceAgreement—Horizon.Technology Inc 6 Revised 4.19.18cg t ii 1 P.O.No. i SS No. :SS18-00420875 developments as are originated or conceived during the term of the Contract and that are completed or reduced to writing thereafter(the"Work.Product") and Seller acknowledges that such Work Product may be considered"work(s)made for hire" and will be.and remain the exclusive property of the City. To the extent that the Work Product, under applicable law,,may not be considered work(s)made for hire, Seller hereby agrees that this Agreement effectively transfers, grants;conveys, and assigns exclusively to Buyer, all rights,title and ownership interests, including copyright,which Seller may have in any Work Product or any tangible media embodying such Work Product,without the necessity of any further consideration, and Buyer shall be entitled to 1 obtain and hold in its own name,all Intellectual Property rights in and to the Work' Product.Seller for itself and on behalf of its vendors herebywaives any property interest in such Work Product, 20.0 NETWORK ACCESS The City owns and operates a computing environment and network(collectively the "Network"). If Seller requires access; whether onsite or remote, to the City's network to provide services hereunder, and the Seller is required to utilize.the Internet, Intranet, email,City database,or other network application, Seller shall separately execute the City's Network Access Agreement prior to providing such services.A copy of the City's standard Network Access Agreement can beprovided upon request. 21.0 CANCELLATION Buyer shall have the right to cancel this contract immediately.for default on all or any part of the undelivered portion of this order if Seller breaches any of the terins hereof, includ ngwaixanties of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies,.which Buyer may have in law or equity. 22.0 TERMINATION The performance of work or purchase of goods under this order may be terminated in j whole or in part by Buyer, with or without cause,at any time upon the delivery to Seller of a written"Notice of Termination" specifying the extent to which performance of work ..or the goods to be purchased under the.order.is tenininated and the date upon which such termination becomes effective. Such right of termination is in addition to and not in lieu of any other'tennination rights of Buyer as set forth herein. 23.0 -ASSIGNMENT/DELEGATION No interest,;obligation or right of Seller,including the right to receive payilient, under � this contract shall be assigned or delegated to another entity without the express.written j consent of Buyer. Any attempted assignment or delegation:of.Seller shall be wholly void I and totally ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent; Seller agrees that Seller:shall provide, at no additional cost to Buyer, all documents,as determined by Buyer, that are reasonable and Necessary to verify Seller's legal status and transfer of rights,interests,or obligations to another entity.The documents that may be requested include, but are not limited to; Articles of Sole Source Agreement Horizon Technology Inc. 7 Revised 4.19.18cg i U11., SS No.:SS18-00420975 -Incorporation andrelaied:ameadments, Certificate.of Merger IRS Form W-9 to-verify tax idend ficatjo n number; etc Buyer reservesthe.e rift. towiihhold.all payments t.any entity othertitianSeller,if Seller isnot.in. CQmpHance with this proVl$l on. If Seller fails t o provide necessary inBormation in accordancewith this section,Buyer shall nut be liable , for anypdmilties,fees or interest resulting therefrom. 24.0 WAIVER No claim or right arisingout of a breach of this can be.,discharged in:whole or in I part by,4 waiver or rentioci ation of the clafit or-tight unless.the waiver( - i ion is .,,)T re.nimpiat supported.'by consideration In-writing:a4d is signed by the aggrieved"party, -25..0 MOMFICATIONS' Thj.s:co.ntkac.t can be.modificd or rescinded offlyby.d written agreement signed byboth parties, 26.0 THE AGREEMENT In the absence:of an otherwise negotiated contract,.or unless stated otherwise,the Agreeniqnt.between.Bwer and..Se. 11er shall consisi%oft.hese'Standa. rd Terms:and Conditions together with any attachments and. exhibits. This Agreement is,intended by the parties as a final expression of their agreement and is intdnded'also as a,complete,and exclusive*statement of theterms orf their agreement. No course of prior dealings between the parties and no usage of trade shall be.relevant to supplement or explain any term used in this Agreement.Acceptance of or acquiescence in a course of perforqtagqp under this Agreement shall trot.berelevant to det ermino.themeaning o T i.this Agreement even though the accepting or acquiescing party has kn wle ge of the performan''Ot and,o* o_ d pportunity for objection. Whenever a term defined by.the Uniform Commercial Code(UCC)is used in this Agreement,'the definition.contained.In the.UCC ghall.d6fttrol In the event of'a conflict between the contract documents,.the order of precedence shall be these Standard Terms and Conditions; and the Seller's Quote: 27.0 APPLICABLE LAW/ VENUE This agreement shall be governed by the,Uniform Qommercigl Code wherever the term Commercial Co4e�'..or"UCC"is used.It shall be construed as.meaning the Uniform Commercial Code as adopted and amended in the State of Te_xas.Both parties agree that.venue f6t any lifigation.aisimg froin this contract shall be in Fort Worth, Tarrant County,Texas. This contract shall be governed,.construed and enforced under the laws of the:State of Texas. 28.0 INDEPENDENT VENDOR(S) Seller shall operate hereunder as an in1 1 dependent-Vona :and`not:its an Officer, agent, .servant or employee of Buy6r. Seller shallhav e exclilgiva control of, and the exclusive right W control the detail's of its,operations hemander..,and,all persons:petf- orming sain6, And shall 11 be solety ie§p6iisiblefor the acts and omissions of its officers,.agents, Sples. Q_Urce Agreement——H040136thhology 16c 8 Aevised 4.19AUg i P.O.,No. a '� '•. 55 No.:SS18-00420875 employees, vendors and sub- vendors. The doctrine of respondent superior shall.not apply as between Buyer and Seller; its officers,agents, employees,vendors and subvendors. Nothing herein shall be construed as creating a partnership or jointenterprise between Buyer and Seller, its officers,agents; employees,vendors and subvendors. 29,0 LIABILITY AND INDEMNIFICATION. 29.1 LIABILITY-SELLER SHALL 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 OTMISSION(S),MALFEASANCE O.R INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 251.2 INDEMNIFICATION SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY (ALSO REFERRED TO AS BUYER);ITS OFFICERS,AGENTS, SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY BIND OR CHARACTER,WHETHER REAL OR ASSERTED,FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS, AND ANY RESULTING LOST PROFITS)PERSONAL-INJURY., INCLUDING DEATH,TO ANY AND ALL PERSONS,AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS'OR:OMISSIONS OF SELLER, ITS OFFICERS,AGENTS,,SUBVENDOR(S)S,SERVANTS:OR EMPLOYEES 30.0 SEVERABILITY In case any one or more of the provisions contained:in this agreement shall far any reason,be held to be invalid, illegal or.unenforceable in any respect,such invalidity, illegality or unenforceability shall not affect.any other provision of this agreement,which agreement shall be construed as if such invalid, illegal.or unenforceable provision had I never been contained herein. 31..0 FISCALFUNDINGLIMITATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract,.then Buyer will immediately notify Seller of j such occurrence and this contract shall be terminated on die last day.of the fiscal period for which funds,have been appropriated-Mthout penalty or expense to Buyer of any kind whensoever, except to the portions of annual payments herein agreed upon for which fiends shall have been appropriated and budgeted or are otherwise available. Sole Source Agreement=Horizon Technology Inc 9 Revised 4.19.1kg SS No.:SS18-00420875 31.0 NOTICES TO PARTIES Notices addressed to Buyer pursuant to theprovisions:hereof shall be conclusively determined to'have been delivered three.(3)business days following the.daysuch notice is deposited in the United States.mail, in.a sealed envelope with sufficientpostage attached, addressed.t.b Purchasing lYlanager,City of Fort Worth,Purchasing Division, 200 Texas Street,Fort Worth;Texas 76102. Notices to Seller shall be conclusively determined to have been delivered three(3)business.days following the day such notice is deposited in the Uriited..States mail,in°a sealed envelope:with sufficient postage attached;addressed.to the address given by Seller in.its.response to Buyer's invitation.:.to. proposals.Or if sent via express courier or hand delivery,notice is considered received upon delivery. 33.0 NON-DISCRIIVIINATION This contract is made and entered into with reference specifically to Chapter 17,;Article III,Division 3.("E#iiployment l?ractices"),of the City Code of the Cityof Fart.Worth (1936),as.amended,and Seller hereby covenants and agrees that Seller,its employees, } officers;agents,vendors or subvendors,have fully complied with all,provisions of same. and that no employee; participant,applicant,VVendor(s)or stibVendor(s)has been. discriminated against,according to the terms of such Ordinance by Seller,its employees, officers,agents,Vendor(s)or subvendors:herein. 34.0. IN MIGRATION NATIONALITY ACT City actively supports the Imtriigation&Nationality Act(INA)which includes 'r provisions addressing em to m. ent eligibility,,employment verification,.and � nondiscrimination. Vendor shall°verify the identity and employment eligibility of all employees who perforin work under this Agreement: Vendor shall com, plete the " Employment Eligibility Verification Form(I-9),maintain photacopie$of all supporting employment eligibility and identity documentation for.all employees, and upon request, provide City with copies of all:I-.9 forms and supporting eligibility documentation for each employee who performs work under this Agreement,Vendor shall establish appropriate procedures and controls so. that no services will be performed by any employee who is not legally eligible to perfpnri such services,.Vendor shall provide City with a certification letter that it has complied-with the verification requiremeiits.required by this Agreement. Vendor:shall indeiriiify City from any penalties of liabilities due to violations of this:provision. City shall have the tight to.immediately terminate this Agreement for violations of this..provision by Vendor. 35.0 HEALTH,SAFETY,AND ENVIRON MENTAL.R QUIRENIENTS Services;products,materials, and supplies provided by the Seller must meet or exceed all applici,ble health,safety, anal the environmental laws',regt itemcnts,-and..standards.In addition,Seller agrees to obtain add pay,at its own;expense,for all licenses,permits; certificates, and inspections:necessary to provide.the products or to perform.the services hereunder;Seller shall indemnify Buyer from any penalties or liabilities due to violations Sole;Source:Agreement—HorizonTechnolAgy Inc 10 Revised 4.19.;18cg i P.0, No— SS o SS No.:SS18-00420575 of this provision.Buyer shall have the right to immediatelyterminate this Agreement for violations of this provision by Seller. 36.0 RIGHT TO AUDIT f Seller agrees that the Buyer, or Buyer's authorized representative, shall,until the expiration of three(3)years after final payment under this contract,and at no additional I cost to Buyer,have access to and the right to examine and copy any directly pertinent j books, computer disks, digital tiles, documents,papers and records of the Seller I involving transactions relating to this contract,including any and all records maintained pursuant to this Agreement.Seller agrees that the Buyer sliall have access; during normal working hours; to all necessary Seller facilities, and shall be provided adequate and appropriate workspace;in order to conduct audits in compliance with the provisions of this section. Buyer shall pay Seller for reasonable costs of any copying in accordance with the standards set forth in the Texas Administrative Code,The Buyer shall give Seller reasonable advance written notice of intended audits,but no less than ten(10) business days. 57.0 DISABILITY In accordance with the provisions of the.Americans With Disabilities Act of 1990 (ADA), Seller warrants that it and any and all of its subvendors will not unlawfiilly discriminate on the basis of disability in the provision of services to general public, nor in the availability, terms and/or conditions of employment for applicants for employment with,or employees of Seller or any of its subvendors. Seller warrants it will fully comply with ADA's provisions and any other applicable federal, state and local laws concerning disability and will defend,indemnify and hold Buyer harmless against anyclaiins or allegations asserted by third parties or subvendors against Buyer arising out of Seller's and/or its.subvendor's alleged failure to:comply with the ebove-referenced laws concerns ng disability discrimination in the performance of this agreement. I 38.0 DISPUTE RESOLUTION If either Buyer or Seller has a.claim,dispute; or other-matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process.. The disputing party shall notify the other party in writing as soon as practicable atter discovering the claim, dispute, or breach. The notice shall state the nature of the dispute E and list the party's specific reasons for such dispute. Within ten(10)business days of receipt of the notice,bothparties shall make a good faith effort, either through email, mail,phone conference,,in person meetings,or other reasonabi means to resolve any claim, dispute,breach or other matter in question that play arise out of, or in connection with this Agreement. if the parties fail to resolve the dispute.within sixty(60)days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non- binding mediation upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association. $ole Source Agreement—Horizon Technology.lnc 11 Rev1sed.4.19.18cg i 3 SS No.:SS19-00420875 orlother applicable rules-.governing:mediativn then in effect, if the parties cannot resolve the dispute through mediation,then either party shall havo the right to:exercise any and All;remedies available under law regarding the dispute. 39.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL. Seller acknowledges:that in:accordance with Chapter 22.'70 of the Texas Government Code, the City AS prohibited from entering into a contract.with a company for goods or services,unless the'contract contains;a.'writtei<vertftcRtion tlom the company that it: (1) does not boycott Israel; and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel'°and"company'$shall have the meanings ascribed to those terms in Section 808;001 of the Tens Government Code. By signing this contract,Seller certifies that Seller's signature provides written'veritication to the City that Seller: (1) does not boycott Israel;and (2)will not boycott Israel during the term of contract - I 40.0 INSURANCE REQUIREMENTS j 40.1 Seller shall assume all risk and liability for accidents and damages that mayoccur l to persons or property during the prosecution of work under this Agreement. Seller shall file with the City. of Fort Worth Purchasing Division;prior to the commencement of services,a certificate of insurance documenting the following required insurance within five(5)calendar days of notification. 40.2 Policies shall have no exclusions by endorsements which nullify the required lines of coverage,nor decrease the limits of said coverage'unlesssuch endorsements are approved by the City. In the event a contract has been bid or executed and the exclusions are determined to be unacceptable or the City desires additional insurance coverage, and the City desires the Vendor to obtain such coverage,the eontract,price shall be.adjusted.by the cost of the premium for such additional ! coverage plus 10%. I 4.02.1 Statutory Workers' Campensation_Irtsurariceand Employer's,Liability Insurance. at the follmyitig limits: $100.,000 Each,Accident $500,000 Disease—Policy limit S4 0.01,0.60 Disease—Each.Employee This coverage may be written as follows: s Workers,'Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act(Art. 8308— 1 01 et seq..`Tex;Rev.Civ.Stat. and minimum,policy limits far Employers' Liability of Sole Sout`ce:.Agreemeht-•'Ho:rizon Technotogy:)nc 12 Revised 4.RAUg 4 i P.O.No.f 55 No. :SS18-00420875 5100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee, 40.2:2 Commercial General Liability.Insurance'including Explosion, Collapse, and Underground Coverage shall be.provided as follows: 1,000,000 Each Occurrence .$2,000,000 Annual Aggregate Coverage shall include but not be limited to the.following: premises/operations, independent vendors,products/completed operations, personal injury, and contractual liability. Insurance shall be provided on an occurrence basis, and as comprehensive as the current Insurance Services Office(ISO)policy. 40.2.3 Auto Liability Insurance shall be,provided as follows: $.1,0.00,000 Combined Single Limit Each Accident A commercial business policy shall provide coverage on"Any Auto", defined as autos owned, hired and non-owned. 40.2.4 The Contractor shall furnish the Purchasing Manager,with a certificate of insurance documenting the required'insurance prior to the commencement of services. 40.2.5 Policies shall be endorsed to provide the City of Fort Worth a thirty- (30) day notice.of cancellation,material change in coverage, or non-renewal of coverage.. 40.2.6 Applicable policies shall also be endorsed to name the City of Fort Worth as an additional insured,as itsinterests may appear(ATIMA). 40.3. ADDITIONAL INSURANCE REQUIREMENTS 40.3.1 The City, its officers, employees.and servants shall be endorsed as an E .additional insured on Vendor's insurance policies excepting employer's liability insurance coverage under Contractor's workers' compensation insurance policy. F 403.2 Certificates of insurance satisfactory to the City and.Worker's Compensation Affidavit must be received before Vendor can begin work. Failure to supply and inaintain such insurance shall be a breach of ! contract. Contractor shall provide complete copies of all insurance,policies. required by this Agreement. Certificates of insurance rn4ist be supplied to Sole SourceAgreement—Horizon Technology Inc 13 Revised 4.18.18cg 1 I i P.O.No. SS No.:5518-00420875 Financial Management Services Department Attention:Purchasing Division,SS1$-00420815 200 Texas Street(Lowerlevei) Fort IWortli,Texas 7b:02 403.3 Any failure part of thet City to request required insurance documentation shall.not constitute a waiver of the insurance:requirements specified herein. Each insurance.policy shall be endorsed to provide the , City a minimum,30 days' notice of cancellation,non-renewal, fend/or j material change in policy terms or coverage. A'ten(•l0)day notice shall.be aceeptable;in the event ofnon=payment of premium. 403,4 Insurers must be authorized to do business in the State of Texas and have a . current A.M..Best rating of A:VII or equivalent measuree of financial j strength and solvency.Deductible limits,,or self-funded retention limits, on each policy must not exceed$10,000.00 per occurrence unless otherwise approved by the City. 40.3.5 Other than worker's compensation insurance, in lieu.of'traditional insurance,City may consider altemad e.covetage.or risk treatment measures through insurance pools or risk retention groups.The City must approve in writing any alternative coverage. 40.3.6 Workers' compensation insurance policy(s)covering employees of the Vendor shall be endorsed with a waiver-of subrogation providing rights of recovery'in favor ofthe City. 40.3:7 -City shall not be responsible for thedirect payment of insurance premium E costs for Vendor's insurance. 40.3:$ Vendor's insurance policies shall each be endorsed to providethat.such insurance is primary protectio, and any self-funded or:cominercial coveroge maintained,li)+City shall hot:-be.called upon to contribute to loss. -recovery. { 1 40.3.9 While this agreement is.in effect, Vendor shall report,in a timely manner, to•the Purchasing Department any known loss oceurrence:that could give rise.to a liability claim or lawsuit or which could result.in a property loss. 4.0 x.1:0 Vendor's liability shall not be Einited to the specified amounts of insurance.tequired'her6o.: Sole Sourte Agreefnent—Hori2on Technology Inc. :14 Revised 4,15,1$tg - I I f ' + E P.O.No SS No. :SS18-00420875 j VERIFICATION OF SIGNATURE AUTHORITY i HORIZON TECHNOLOGY INC 16 NORTHWESTERN DR SALEM,NI-I 03079-4810 1 Vendor hereby agrees:to provide City with independent audit basic financial statements; but also the fair presentation of the financial statements of individual funds: I f Execution of this Signature Verification Form ("Form")hereby certifies,that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,aiirendnient or change order on behalf of Vendor. Such binding.authority:has beengranted by proper order, resolution, ordinance or other authorization of Vendor.City is fully entitled to rely on the warranty and representation set forth in this Foran in entering into any agreement or amendment with Vendor, Vendor will submit an updated Form within ten`,(10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form Until it receives a revised Form that has been properly executed by Vendor. I. Name: Justine.Belmont Position: Sales Adminstrator afore.. 2. Dame: Position: , Signature Signature of President/CEO/Managing Partner Title: L Fo nate a 16 hQAlb i Sole Source Agreement-Horizon Technology Inc I 15 Revised 4.19.18cg • •1 RQ.No i ,� :'j I SS No.;'SS18-00420875 Exhibit B-Seller's Quote I--I wi 7 Q�^� 16 Northwestern Drive tEC na pgy PH:603-893-3663 FAX:603-893-4994 Sales Quotation Quote Number: 0034JDB Date I t26f2018 City of Fort Worth 5000 MLK Freeway Quote Expires on: 7/25/2018 Fort Worth,TX 761.19 Phone: Attn:Johnny Skelton 817-651-9414 Fax: 817-568-1216 FOB.Salem,NH Estimated Ship Dater 6-8 Weeks Terms: Net 30 Days From ShippinglhivelmiDate Part Number Description Price 0 Extend SPE•DEX 3100-AUTOMATED EXTRACTION SYSTEM SPE-OEX 3100 SPE-DEX 3100 -Oil 8 Grease Fully Automated Extractor System: $32,832.00 1 532,83200 Extractor Three Place Extractor System-Extractor is Capable Of Using Either 47mm,50mm,of 90mm Disks. (Automated Extractor System Handles EPA Method 1664A/3) System Will Include; 1) Controller 2) Extractor 3) (3)x Disk Holder(Size to be Determined) 4) (3)x Flat Bottom Flask,24/40.Taper-250mL 5)'(3)x Adopter Clamps(Collection Vessel Mounting Clamp) 6) (3)x Cap Adapters for Sample Bottle(Size to be Determined) 7) (3)Three Sample-In Valves 8) 20 L Catboy Bottle for Waste Water Collection 9) '10 Feet Solvent Exhaust Duct Hose 10) On-Site Installation and Training'Included ("Stader Kit of Consumables Included with System') One Box of 47mm and 100mm Disks'PacIOC Premiun Disk' One Box at 47mm and 911mm`Pawe Pre.Filters` One Box of'Watertraps' One Kit of'011 Grease Standards' One Kit of•Oil 3 Grease snip 8 Pout Standards" 3100 SOLVENT DELIVERY KIT 50-2818-01 Solvent Delivey System for 3100 $906.00 2 31,81200 Consist of One 5 L Stainless Steel Canister with Proper Fittings; No Lines '(One Canister Pee Sotvent- TWORequirdd)' COLLECTION VESSEL(S) 03-2693 Separatory Funnel,24140 Tapper-125mt(Applicable wlGreen Clip) $221.00 3 $663:00 PART OF SYSTEM PACKAGE (3)Dfsk Holders)-Below i `A-0810-01 Easy Grip Disk HoiderMftm(10001300013100) $0.00 3 S0.00 PART OF SYSTEM PACKAGE (3)Cap.Adapter(s)-For Sample Bottle-Below f 150-0006-01 89 x 400 Cap Adapter for 1 L Bottle $0.00 3 $0.00 VACUUM PUMP [ 50-24.80-01 Vacuum Pump Kit(120V)-.' 51.351.00 7 51;351.00 Vacuum Pump w!(NON-Explosion Proof Motot)an Regulator 'Vacuum Pump required:fornon-tlammoble solvents should be a dual diaphram design,with the following specifications: Maximum Vacuum level: -25 inches of Hg Subtotal $36,668.00 S Sale Source Agreement—Horizon Techtjology Inc 16 i Revised 4.19.18cg r ; P.O.No. _ SS No.:SS18-00420875 I Part Number Description Price Oty Extend M�,•�,MM/VM.Vh---------NNMM tM' 60 Buy Back Program Value ($2.160.00) 1 ($2,160.00) Buy Back of 3000XL Extractors)&Controller(s) Extractor(s)Serial Number.06.2036 Fxtrador(s)Serial Number.W2050 Cori6ollerSerial Number.09.1289 Controller Serial Number,09,1290 t Subtotal wll3iscount 834,498.00 10 Estimated.Shipping and Handling(UPS Ground Shipment) $250:00 1 $250-00 Quotation Grand Total $34,748.00 •'1,.1r.r,V.,MMMNNMM!bh,VMMh,�vh/h MM.VMh!VMMh Horizon Technology ortera a complete line or on&Grease supplies,i.e.,8PE disks, standards,and filters,for.EPA Method1664AtB.when SPE supplies are purchased directly from Horizon,and utilized with The SPE.DEx:Automated Extraction System,Horizonwlll provide additional technical support to ensure thatyou meet or exceed the performance criteria for EPA Method 16601B. DISCLAIMER When SPE disks,and supplies are purchased trains vendotldistribulor other than Horizon,the quality,accuracy and performance of those products can not be guaranteed by Horizon.Horizon Technology wilipol be responsible for provicling E technical support for products that are not purchased from Horizon. Horizon TeChnofogy's responsibility Is Rmfted to the SPE-DEXExtractor-System, exclusively, hhhhM�++rtiw.Mhh�I„+VhMhM hMMM,�„y,�,hhh�, Michael Unzel Re Nonan Sales Manner-South HORIZON TECHNOLOGY INC. 16 Northwestern Drive•Salem,NH 03079 Mobile:603-401-0463 Fax: 603-893-4994 Email: mlinzel@horizontechinc.corn ----------- --------- hMNh M OPTIONS OFFERED (ITEM(S)BELOW ARE NOT INCLUDED IN SSS TOTAL) On-Site Service Agreement ement 99-0922.3100 Onsite Service Contradfbc SPE-0EX 3100 Extractor Per Unil(Year $8;130.00 Coverage Below. i 1.PwMe mpair se,&e at the asbmu site for;nteumenl(s)coveted i by this'ayeamenk pfd ae kamrrik is at the(acarian, speufied an this aw"Me t.. E 2,I'mida the following wWat the tem of the A9te rmm at no add:t W charge_du*Ire cperind efkctive dales on his I ayreemmt a)Response for 2 arnual an-sih vkib: L fto48lowaJet mmutztimand tchedu6ne One Rou5ee Pmwnfwe iderdeninte to be sdWuled two (2)week in.adre",inrh*v evaluation.and testing to (adory W-firae-A ... _ E Ona Emeger4y vchto be pedarmed one(1)week from roi NIINiooandedsaddJFW4 iv.Repbce.ment of pam deemed namsery,by a Hotiaon -TWiob/yRopmestadveand, i b.)T-,4hom Tedv eai$uppon by a Horizon Techwlogr { Repteaanbt i e and; 0 Novide twd iKtr=*M it iq,ch"e when repair at Factory Service Center k mcassary. 3.Pay freight dwaige(standard UPS grog!)far shipment of Atdn mut and teplatxmerdpads ben Fact"SeryR*Corot- include areridude navel tkw and C"L i Rader invoice upon kcrpt of a served copyo(this agreemenL NOTE WE OM gr1FSERVXEAGREEMENT,dircoair appfiee Id a9nrm vrtaParelrased rdb now syrrems:Addk wsl fears 4(Sar'rkaAg owwt ioycfw can airs be purdwsod d phi's time: Preaee note thae tha IS"vire Ajrrmm et coyeraga iw anccave upon comp"."allhe Furl 1 i Sole Source agreement—Horizon Technology Inc 17 Revised4.19.18cg I II i P.O.No f a' SS No. :SS18-00420875 Part Number Description Price oty. Extend Standard Yea/tiYarAv1y Caveiaga rhe purchase ufe eewf a A,groement a!d give ad am0000 i ?ndym afeaw ogt i Factory Service Agreementfal WOT88.3100 Factory Service Contract for SPE-DEX 3100 Extractor Per UnitlYear $4;597.00 99.0788-31000 Factory Service Contract for SPE•DEX 3100 Controller Per UwVYear $667.00 Coverage Below: 1:NO"repairsanrtca at the Horizon TecMo"y favol kr *46umerdl5)cured by Ods agreement,provided the hs"tent is at flue soeatlon,specfhed on Ris agreement. 2:Provide the(odor"underetq Mohs of the Sondes Agreement: A.)Facbry Npair and act4tment dying apecmed elfecEve dales,,al rte additional charge, Replacement ''. b.) or parts deemed neci ssary ty;a Horizon Tecfuw00,Represart4 reandr C) lesfaeabcatorwnordsaftareatfineofrepair. d.) TekphoneSupparlbyFloetnMTedtnftApplratIM i3 and Gerota Support Spedetfsb. } e.1 Provide barter Worm ent when repair at Factory serAw Coater is neoss"7r i WA pay"Itt charge(slandard UPS ground)br return of the system to customer. J R640indoi®upon re®tpt of a signed copy of)hb agreement MOrE-TFIEFAL7{)RY SffIIACFArir2cfN£/✓r•dlscoanlapF9n fo agreamentr purchases rRA naw eyafarae:-AdddMnafYrrxsal8enaee rlyronvsent cyvardge�irabd De pwrha!ed of M1s 841eo, _ Pfeaa9Aefe loaf the Sarv+ce Agreeurerr!coverage h attectivs uport campfaMun dt lha FrnF 31mdWd YW NMrlartfy CnvASge.nrepurceasaal'a$&vreeAgreaneusillgNai+addtiffmd fid jaar o1 covefaja d Thank you for considering our company. Weare pleased to submit the following quotation,subject to the Terms and Conditions of Sale on the reverse side hereof. Total $34,748.00 Payment Terms; Net 30 Days From Shipping/Invoice Date VERY TRULY YOUR%. MasterCard/Visa accepted; 1 112%o per month finance charge for payment after 30 day Shipping Terms are Pre=Paid and Add eY— � i Sole Source AgreOrnent—Horiion Technology Inc 18' Revised 4,19.•18cg 1 { ��.. . P.O.N'o..: 11_1 �>�.� SS No. :SS18-00420875 Horizon i6Novt%yostem Drive technology Silem,NH03079Sales Quotation PH:603-893-3663 FAX:603-893-4994 Quote Ntithber. 0035JDB City of Fort Worth Date 1/2612018. 5000 MILK Freeway Quote Expires oris 7/1512019 Fort Worth,TX 75119 Phone: 817.551.9414 Attn:Johnny Skeltoh Fait 817-568&1216 i FOB:.Salem,NH € Esdmated Ship Date:8-'8 4Vapks Terms::Not 30 Days Flom l3lapping8mrglce Dau. Part Number Description Price. O Extend SPEED VAP IV EVAPORATOR SYSTEM 200-1000-04 Speed-Vap IVEveporetorSystem('120V)-.Includes; $4,275.00 2 $8,550.00 (1)Dry Trap 0)One Locator Rack "(SEE BELOW p { (Requires 2.0 SCFM 8 60psi,Fiflered'Cornpressed Air { Source-Customer Supplied) 26-0300 Power Cord $0-00 2 $0-00 PART.OF SYSTEM PACKAGE ! (1)Locator Rack,-.Below 1 01-028403 Locator Reck for s.Sampier105mm AJlsnmum Pau is Speed Yap IIUIV $0.00 2 $$0.00 i PART OF SYSTEM PACKAGE {1)Box of Aluminum Weighing Pans)=Below 50-002-02-HT 1051r mA25mi 0113 Grease Aluminum Weighing Pans(1001Box) $0_00 S0_00 S Subtotal $8,550.00 w.yw,.ry.yryryryM.Y�,IAI'�i.-IMHiNA,NnrnrMlrM 60 Buy Back.Program Valuessi d0.00) 1 5540.00 f Buy Back of SoeedVao f SpeeclVapSerial Number.05-0294 i ---------------------- Subtotal NNNMM------A.IVA.-NA.—Yy—Subtotal w/Dlscount $8,010.00 '10 Estimated Shipping and Handling(UPS Ground Shipment) $75:00 1 $7&00 Quotation Grand Total $8,085.00 .M/�tiN.V Mh.Nw�!v!bw,.�rwr!rivwrwr�r/ViVMArNM�4wrNwv H0H20n Technology otreis awmplate tine of dl 6 Oreasa eappllee;l.s„9PE duNe,standards, and fillers,far EPA Wthod 166".WhenSk supplies are purchased dlrully tom Horhan, and utilized with the 8PE•DEX Automated t 1baction 3lnlem,Horizon Will provide addidonar lechnlcal support to ensure thatyou meal or axcoed the performance criterla rorEPA Mpthed 1661A1e. DISCLAIMER When SPE disks,and supplies aro purchased ham a vandorAHettlWor other then Harlon;the oua6ly,accuracy and performance of those products can not beguarsntsed by Horizon.Horizon Technology will not ba responsible for providing techclal support fpr products that are not purchased hom Hatton.Hotlzon Technology's resp inslbl8ty is imtted to the SPE-0EX Extractot S�!SN111:�idYahely. .. . . ��NV44NtihM1r!Vr/„NN!VN•V�rAF.VM4!b�rNr.^r!�r,!n!Vi Michael Linzel { Regional Sales Manager-South s HORIZON TECHNOLOGY,INC. 18 Northwestern Drive•SalernAH 03079 Mobile:003404-0461; Fax; _063 00.4694: Email: mornroiehorizontatchIno coin i ti.:•ww�w.rwv�«r�wn...-�. IE 1 Sb,ke.Source:A —Hori2on Technnl.,ogy.Int 19 Revised 4.19.18ce P.O. No �f i SS No. :SS18-00420875 Part.Number Description Price qty. Extend OPTIONS OFOT FERED (ITEM(S)BELOW ARE NINCLUDED IN SSS TOTAL) Factory Service Aareernentlal 99 07WVAP Factory ServiuvC6 tract for Speed Vap 111. IV Per UnWYear $52950 Covemge,Below. L.Provide n wk sawce at pie Hw mn Togtrnlogy factory for Insaumeru)s)ed"red by ms sgraernerd,pror)ded pre Islrwbnt Is at pm loadm.spedped on M agreemerd 2,P"the pdroNyrgunder the telowor the.3"Ce " Agreaiitent: a.)Factory repair and adp tmerifdudng spetlded enecdve i dales,at no adMonal charge D.)Replacemeat of path doomed nacassaiy by a Hokon T46wo9y Represenladye Yid; c.) Iml admi of WowsoRuareat ame of repair, d.).Telephone support by Horimh Tedwaft ft Appkaboe and Seryke Supped SpecWsls, 4.)..Ptavido tenet visCueianl WWW repay at TJc$wy ServkeCerderq necessary.: 3.W11 pay he"drarge{standard UPS ground)ror retain of Me q'stem to 060omer. I d.Render Invoke qm waipt.or a signed copy of mis egf92monl ROM 0X FACTGRYSEHVZEAGRCEMENT.discount applles loogramoug purchased*M 1 aaarlysr�ms.AG.�iliondYaa�sal'Se+rkeA9+d�twraagaarratsopeAvrcAmedattblrtime. Please note lhatme Sawke Agreement coreragp b ipftHwo Wn compWAm or we Rrdt ,&andarlYm IYarrantyCavbage.fAapurclrondo/aSarrkpAgleanaiifWNglveanaCOltArnaf 27dyeoroycaywagn. G t f Thank you for considering our company. We are pleased to submit the following quotation,subject to the Terms and Conditions of Sale on the reverse side hereof. Total $8,085.00 Payment Terms: Net 30 bays From Shipping/Invoice Date yeRYTRULYYOURS, MasterCard 1 Visa accepted; 1112%per month finance I charge for payment after 30 day Shipping Terms are Pre-Paid and Add eY � '..y 1i i i Sole.Source Agreement—"Horizon Technology Inc 20 1 Revised 4.19.18cg j i E P.O.No. — 55 No. :5518-00420875 Exhibit C Seller's Sole Source Justification Letter Horizon -technology i March OBJ,20'18 Patty Stanley City of Fort Worth Water and WaBtewater Central Laboratory I 2600 SE Loop 820 Fort Worth,TX 76,140 Dear Patty, This letter is to provide notification that Horizon Technology Inc.is the original equipment Manufacturer and the sole provider of product listed below.Horizon Technology Inc.is the sole provider of various consumables,accessories,and service components,and repair for this product. SPE-DEX®1000XL Extractor System SPE-DEXO 3000XL Extractor.System SPE-DEXQD 3100X Extractor System SPE-DEX®4790 Extractor System SPE-DEX®5000 Extractor System Envision'"Platform Controller XcelVap®Concentration/Evaporation System SmartPreoe Extractor SmartPrep 11-0 Extractor -DryVapO Concentrator System Reclalmerl"SRS Recovery Speed-Vap""Ill Evaporator System Speed-Vap(ID IV Evaporator System Solvent Trap""Recovery System Pacific"'O&G Disks Pacific'"'Fast Flow Pre-Fllters Pacific Premium*m O&G Disks Pacific Premium""Fast Flow Pre-Filters Atlantic""SPE Disk Atlantic'" Fast Flow Pre-Filters Carbon Max-DT"'Cartridges On-Site and Factory Service Agreements The intellectual properties of Horizon Technology Inc_include various copyright, trademark and patents for these products. I Sincerely, �d. '�-f �-C.0 r► I Justine Belmont Inside Sales Administrator Sole Source Agreement—Horizon Technology tins j 21 Revised 4A9.,18cg i . I P.O.No ;�i , 2i SS No SS18-00420875 Exhibit D—Sole Source Procurement Justification oRT�o�x w m wffrw � a Purchasing Division City of Fort Worth SOLE SOURCE PROCUREMENT.JUSTIFICATION Purpose This form,mustaccompany all sole source purchase requests forpquipment,.construction,supplies or services when the purchase is for more than$3,000.00. This form"Is not needed when the purchase Is for a professional services contract The purpose of the sole source procurement justification Is todemonstrate thatthe competitive process isnot required because only one product or service can meet thespecific need of the City of Fort Worth ("City'). A sote.sourae procurement may not be used to circumvent the City 's normel.purchasing procedures or for a price-based justification, Acceptance of the sole sourceprocurement justification Is at the.discretion of the Purchasing Division Manager or his designee. Certification My signature below certifies that I am aware that state and federal procurement statutes and regulations require that procurements of a certain amount made by government entities must be competitively bid unless the purchase qualifies as an exemption to the competitive bidding requirements. I.am requesting this sole source procurement based on the Information provided In the Justification section below..The Information Is complete, accurate and based on my professional judgment and Investigations. i also certify that this purchase will not i violate Section 2-238 of the City's Ethics Code. Requesting Department: _Water[Centralized Laboratory) Requested by[printed name]: _DavWN I Signature: Recommended by[printed name]: _Chris Harder Department Director Signature: Telephone number: _[8171392-5020 bate: /r /2018 I r Sole Source Ptocurainant Justification Pose l of Roo.122014 E ' I J i Sole Source Agreement—Horizon Technology Inc 22 , Revised 4.1.9.1889 { E P.O. No. SS No. SS18-00420875 Justificatlon 1, describe the product(s)or service(s)your department wishes to purchase—provide vendor name, manufacturer,.model number and/or generic descriptlon identifying the'ftem(s)or service(s). Vendor Name: Horizon Technology4 system Description 11 SPE-DIJ(3t00-OU&Grease FrltlyAutomated Extractor System: Three Place.Extractor System=Extractor to Capable Of Using Either 47mm,90mm,or 90mm Disk9- Automated Extractor System Handles EPA Method i664A/B System Nil Include Pat Number; 1. Conttoilor SP&DEX 3100 2. Extractor Extractor 3. (3)x Disk Holder(Size to be Deiermfned) SPE-DEX 3100- 4' (3)x Flat Bottom Flask,24/40 Toper-25omL AUTOMATED 5. (3)x Adapter Clamps(Collection Vessel Mounting Clamp) EXTRACTION 6. .(3)x Cap Adapters for Sample Bottle(Size to be Determined) 1 SYSTEM 7. (3)Three Sample4r;Valves I a, 20 L Carboy Bottle for Waste Water Collection l 9. 10 Feet Solvent Exhaust Duct Hose 10. Onsite Installation and Training Starter Kll of Conaumables included with System:.One Box of 47mm and 100mm Disks;Pacific Premium Disk;.one Box of 47mm and 90mm;Pacific Pre Filters;One Box of Water traps;One Kit of Oil Grease Standards,•One Kit of Oil A Grease Snip 8 Pour Standards 3100 SOLVENT DELIVERY Kir Part Number. 502818.01 Solvent Delivery System for 3100 60-2818-01 Consist of: One 5 L Slafniess Steel Canister with Proper Flogs, No Lines '(Ona Canister Per Solvent-Two Required)* Part Number. Collection Vesaets 03-2693 sevaratory Funnel 24140 Taper-125m1(Applicable w/Green Cli Part Number: (3)Olak Holder(s)-Below W-0810-01 60-081001 Easy Grip Disk Holder/90mm 1000/3000/3100 Part Number: PART OF SYSTEM.PACKAGE, 150-OODS-01 (3).Cap Ade ler s -For Sample Bottle-Below 180 x 400 Cap Adapter for 1 L Bolus Part Number; VACUUM PUMP: Vacuum Pump KIt(12": Vacuum Pump w/(NDN-Explosion Proof Motor)and 60 2480 01 Regulator,Vacuum Pump requited for non-Uammable solvents should be a dual diaphragm design, with the following s ecMcations: Maximum Vacuum level:-25 inches of H Buy Back Program Buy Back of 3000XL Extractor(a)8 ConVpller(s) ValueExtractor(s)Serial Number:064036;Exiractor(s)Serial Number,08-2060;Controller Serial Number: ) .09-1289-,Con Iler Serial Number.094290 1 On-Site Service Contract for.SPE-DEX 3100 Extractor Per jJnIVYear$6,130.00 Goverms: 1 Provide repair service at the customer alto for inelrument(s)covered by"agreemant, provided the instrument is at the location,specl8ed on this agreement. 2. Provide the following under lire terms of the Agreement at no Additionalcharge,during the specified effective dates on this agreement: a.) Response fort annual on-sitd vlaits: I;. Within 48 hours for consultation and scheduling Part Number. 11. One Routine Preventive Maintenance to be.scheduled two(2)weeks 99-0922-WOO in advance,Including evaluation and testingly factoryspeclficaliona On-Sile-Service ill, One Emergency.vislt to be performed one(1)week from consultation Agreement and scheduling Iu. Replacement`of parts deemed'necessary by a Horizon Technology Representative and; b.) Telephone Technical Support by aHorizon Technology Representative and; c.) Provide rental instrument at no charge when repair at Factory Service'Center is necessary. I 3. Pay freight charge(standard UPS ground)for shipment of instruments and replacement'parts from Factory Service,Center. 4. Include travel time and cost. Sole Source Procurement Justification Page 2'of4 Rev;1212014 E E, Sole Source Agreement-Horizon Technology Inc 23 Revised 4.19:18c2 I s f P.D. No g SS No.:SS18-00420875 t i 'Justification 1, Describe the product(s)or service(s)your department wishes to purchase—provide vendorname, manufacturer,model number and/or generic description identifying the items).or service(s). Vendvr Name: Horizon Technology System" Description 1 SPEED VAP IV EVAPORATOR SYSTEM 200-1000-04 Speed-Vap IV Evaporator System(120V),includes: (1)Dry Trap Pari Number. (1)One Locator Rack*(SEE BELOW)" 200-1000-04 (Requires 2.0 SCFM&60ps1,Filtered Compressed Air Source-Customer Supplied) 28-0300 Power Cord 01-0284-03 PART OF SYSTEM PACKAGE 50-002-02•HT (1)Locator Rack-Bebw i Locator Rack fors Samples-105mm Aluminum Pans.for Speed-Vap lilllV PART OF SYSTEM PACKAGE (1)6ox.of Aluminum Weighing Ran(s)—Belovr 106mml125ml Oil&Grease:Atuminum Wet hin Pans 100/Box Buy Back Program Buy.Back of SpeedVap Value Speedyap Serial Number,05-0294 Coverage: 1. Provide repair service at the Horizon Technologyfactory forinstrument(s)covered by this agreement,provided the instrument is at the_tocation;specified on this agreement 2 Provide the following under the terms of the Service Agreement: Part Number: a.)Factory repair and adjustment during specified effective dates,at no additional 99-0788-VAP charge, Factory Service b.)Replacement of parts deemed necessary by a Horizon Technology Contract Representative and; c.)Installation of current software at time of repair, d.)Telephone support by Horizon Technology Application and Service Support. Specialists, e.)Provide loanerinsif umentwhen repair at Factory Service Center Is necessary, 3. Pay freight charge(standard UPS ground)for shipment of Instruments and replacement, arts from Factory Service Center. 2. Purpose—provide a brief description of why the product(s)or service(s)is required. The aquipment is required to support various projects for Storm Water,Wastewater and industry Water as part of the Pretreatment Services Division"aka PSD"and TPW Storm Water related to the TCEQ Village Creek Permit. i 3. Describe your effortsto identify other vendors--trade shows, Internet search,vendor catalogues. Provide product and contact information for other products,services and vendors evaluated. (A quote is not required, strnply.enough'.lrrformation to show the 8vallablIitylnon-availability of other sources.) Fox Scientific does not provide this equipment Horizon Technology is the original equipment manufacturer and the sole source provider of the SPEED- VAP iV Extractor System that is compliant with EPAIS64 method protocols and requirements. The intellectual properties of Horizon Technology Include various copyright,trademark and patents for these products: Bole Source Procurement Justification Page 2 of 3 Rev.122014 i i I Sole Source Agreement—Horizon Technology Inc 24 Revised 4.19.18cg 3 SS No. :SS18-00420875 i 2. Purpose–provide a brief description of why the product(s)or,services)Is.required, The equipment is required to support various projects for Storm Water,,Wastewater.and Industry Water as part of the Pretreatment Services Division"aka PSD"and TPW Storm Water related to the TCEQ Village Creek Permit. 3. Describe your efforts to identify other vendors-trade shows, Internet search, vendor catalogues: provide product and contact lnformation for other.products,services and vendors evaluated. (Aquote is not required, simply enough Information to show the availability/non-avaliability of other sources.) Fox Scientific does not provide this equipment: Horizon Technology is:the original equipment manufacturer and the sole source provider of the SPE-DEX 3100XL Extractor that is compliant with EPA1664 method protocols and requirements. The intellectual properties of Horizon Technology include various'copyright,trademark and patents for these products: 4. Justification: a, identify the reasons)why other vendors,products,or services competing in this market do not meet the City's needs or specifications: –X— The product(s)or services)is available from only one source because of patents,copyrights,secret processes,or natural monopolles. The prodUct(s)is a captive replacement part(s)or component(s)for existing equipment. The dollar value of the existing equipment is approximately$ Use of other than Original Equipment Manufacturer parts.'jeopardizes the warranty or may result in equipment not functioning to the level of factory.specifications. X Authorized factory service Is avallabie from only one source. X Maintenance for the existing product is only available from one source. i b. Attach justification letter from the manufacturer or originator of the product or service. Document is attached. 5. Will this purchase limit the ability of other vendors to compete on future purchases for supplies,upgrades,or replacements? If so,how? Yes,Horizon Technology is the original equipment manufacturer and the sole source provider of the SPE- DEX 3100X1,Extractor: The intellectual properties of Horizon Technology include various copyright, i trademark and patents for these products. I i 6. Will this purchase obligate the City to future purchases,for example,maintenance or license(s)?If so,what future purchases will be required? I Yea,maintenance agreement and supplies; 7. What will happen if the City does not purchase the requested product(s)or service(s)from Ibis Vendor? The Pretreatment Services Division"aka PSD"and.TPW Storm Water Permit requirements for Village. Creek will not be'supported. Sola Source Procurement Juadrintion Page 3 of Rev,122014 I i f i Sole Source Agreement—Horizon Technology Inc 25 Revised 4.19.18cg i f E ` I E P.O. No SS No. SS18-00420875 i Pu chasing DI isiC mments: �c Gvl�0 t't Mev (� Z,r raec c PC-9" L a - c.." ,rf. Cc Buyer!Senior 6uyerlSupervisor: Date: �0 • 'fid Approval PURCHASING DIVISION: Sole Source Procurement approved Yes No Signature of Purchasing Division Manager, G Printed Name: t),, C*t'111rN. Date: ` Zu 1- 1 h tq,ViMen S 24 lvir` J N yNNJOt' vur)6q dyp Pcr} !Gj rf 7k2 bo1hr 69 i 1 E Sole Source Procurement Justification Page 4 of A` Rev.1=014. i Sale Source Agreement--Horizon Technology Inc 26 Revised 4.19.18cg 55 No, :5S18-00420875 Exhibit.E-CONFLICT OF INTEREST QUESTIONNAIRE Pursuant to Chapter 176 of.the Local Goyernrnnq t Code, any person or agent of a person, who contracts or seeks to contract for the sale or purchase of property,.'goods, or services with a local governmental entity (i.e. The City of Fort Worth) must disclose in the Questiofinhire Form C1Q (".Questionnaire') the person's affiliation or business relationship :that .might cause a_conflict of interest,with the local governmental :entity. 13y tow;.the Questionnaire must be filed with the Fort North City Secretary no later.than seven days after the date:the person begins contract discussions:or riegoti'ations with the City,or submits an.applicado orresponse to a request for proposals. or bids, correspondence, or another i Writing related to a potential agreement with the City.Updated Questionnaires musibe-filed in conformance with Chapter'176. A copy of the Questionnaire Form CLQ is enclosed with the submittal documents.The form is also available at htta://wtvw.ethics.state.tx.usffornis/Ctg.Rdf. If you have any questions about compliance,please:consultyour own legal counsel. Compliance is the individual responsibility•o#reach person,or agent of a person who.is subject to the filing requirement. An offense uhder Chapter 1.76 is a Class C inisdemeanor. NOTE; If you are.not aware.of.a.Conflict of Interest:in Any business!relationship � that you might have with the City,state Vendor name in the# 1,use N/A in each of the areas on the form. However, a signature is required in the#4 box in all cases. I f f 5ole,5ourte;;Agreemeht;—Hariion Technology In z� Revised 4.19a8cg 1 i „ x SS`No. :SS18-00420875 CONFLICT OF INTEREST QUESTIONNAIRE FORM CiO For vendor doing business with local governmental entity { 1 This questionnaire reflects changes made to the taw by H.B. 29,84th tog,Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176,Local Government Code, paW Recs"t5d by Vend orwho has sa business relationship as defined by Section 176,001(1-a)with a local governmental entity and the vendor meets requirements under Section'176.006(a), By law this questionnaire must be filedwiith lherecords administrator of the local govenunonfal entity not later than the 7th business day afterihe date the vendor becomes aware of facts that require the slatement to be filed. See Section 176-006(.1-1),Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Govemment God9.An offense under this sectiorris a misdemeanor. Mame of vendor who has a business relationship w.tth local govprnnaantat entity. i LA Check this box if you are filing an update to a provlousty filed questiontaalro, (The law requires that you file an updated completed'questionnaire with.the appropriate filing authority not later than the 7th business day after the date on which you became aware fiat tufa oi4nalty fled questionnaire was incomplete or inaccurate) S Name of local government officer about whom the information In this Section is being disclosed. Name of Officer This section(item 3 including subparts A.8, C.R D) must be cornplefed for each officer with whom the vendor has an employment or other business relationship as defined by Section'176Mi(1-a),Local Government Code. Attach additional pages to this Form CIO as necessary. A. is the tocaf government officer named in this section receiving or likely to receive tastable income,other than investment income,from the vendor? i Yes. F-1 No B. Is the vendor rec&ing or likely to recelve taxable income,other than Investment income,from oral the direction of[lie iocaf govemment officer named in this section AND the taxable income is not received from the local governmental entity? lJ Yes r No E C. is the filer of this questionnaire employed by a corporation or other business entity with respect to%which the local government officer serves as an officer or director,or holds an ownership interest of one percent or more? Yes F]No D. Describe each employment or business and family relationship with the local government officer named in this section. i I 1 A - Justine Belmont I April 26,2018 Signature of vendor taisiness with Z governmental entity Date Adopted 817,'2015 i Sole Source Agreement Horizon Techn,alogy Inc 28 ILII Revised 4.19.18cg