HomeMy WebLinkAboutContract 51016 CITY SECRETARY
CONTRACT N0.
VENDOR SERVICES AGREEMENT
Thermo Scientific Portable Analydeal Instruments,.Inc.
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City" or`Buyer"), a Texas home rule municipal corporation,
acting by and through Jesus I. Chapa, its duly authorized Assistant City Manager, and Thermo Scientific
Portable Analytical Instruments, Inc. ("Seller or "Vendor"), a Delaware corporation, and acting by and
through Matt Quinn,its duly authorized Contracts Manager,each individually referred to as a"party"and
collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule; and
4, Exhibit C—Verification of Signature Authority Foran.
Exhibits A, B and C,which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. SCOPE OF SERVICES.
This agreement is to provide warranties for TruNarc Unlimited Instruments for the police
department_ Exhibit "A," - Scope of Services more specifically describes the services to be provided
hereunder.
2. TERM.
This Agreement shall begin on December 23, 2017 (".Effective Date") and shall expire on
December 22, 2018 ("Expiration Date"), unless terminated earlier in accordance with this Agreement
("Initial Term"). City shall have the option, in its sole discretion, to automatically renew this Agreement
under the same terms and conditions,for up to three(3)one-year renewal options,at City's sole discretion.
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform
services under this Agreement in accordance with the provisions of this Agreement and Exhibit"B,"—Price
Schedule. Total payment made under this Agreement for the first year by City shall be in the arnount up
to Seven Thousand Five Hundred Dollars(57,500.00).Vendor shall 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 shall not be liable for any additional expenses of Vendor
not specified by this Agreement unless City first approves such expenses in writing.
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4. TERMINATION.
4.1. The performance of work or purchase of goods under this order may be terminated in whole
or in part by both parties,with or without cause, at any time upon the delivery to either party of a written
"Notice of Termination"specifying the extent to which performance of work or the goods to be purchased
under the order is terminated and the date upon which such termination becomes effective. Such right of
termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein.
4.2 In the event that this Agreement is terminated prior to the Expiration Date,City shall pay
Vendor for services actually rendered up to the effective date of termination and Vendor shall 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 shall provide City with copies
of all completed or partially completed documents prepared under this Agreement. In the event Vendor has
received access to City Information or data as a requirement to performservices hereunder, Vendor shall
return all City provided data to City in a machine readable format or other format deemed acceptable to
City.
5. 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. §§ 552.002,
552.128(c) (West Supp. 2006). If the City receives a request for a Seller's proprietary information, the
Seller listed in the request will be notified and given an opportunity to make arguments to the Texas
Attorney General's Office (the "AG") regarding reasons the Seller believes that its information may not
lawfully be released. If Seller does not make arguments or the AG rejects the arguments Seller makes,
Seller's information will be released without penalty to the City.
6.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS.
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any contract
with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land, materials,
supplies 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 shall 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
Manager or the City Council.(Chapter XXVII,Section 16,City of Fort Worth Charter)
7.0 ORDERS.
No employees of the Buyer or its officers, agents, servants, vendors or subvendors who act on
behalf of various City departments, bodies or agencies are authorized to place orders for goods and/or
services without providing approved contract numbers,purchase order numbers,or release numbers issued
by the Buyer. The only exceptions are Purchasing Card orders and emergencies pursuant to Texas 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. 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 the Buyer may result in
rejection of delivery or return of goods at the Buyer's cost.
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8.0 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 1 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.
9.0 SHIPMENT UNDER RESERVATION PROHIBITED.
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will
operate as a tender of goods.
10.0 TITLE AND RISK OF LOSS FOR REQUIRED WARRANTY REPAIRS.
The title and risk of loss of the goods shall not pass to Buyer until Seller delivers repaired units to
carrier.
11.0 DELIVERY TERMS AND TRANSPORTATION CHARGES.
Freight terms shall be F.O.B. Destination Origin, Freight Prepaid and Allowed, unless delivery
terms are specified otherwise in Seller's proposals. Buyer agrees to reimburse Seller for transportation costs
in the amount specified in Seller's proposals or actual costs,whichever is lower, if the quoted delivery terms
do not include transportation costs; provided. For warranty repairs, Buyer agrees to pay transportation
charges to ship damaged units to Seller. Seller agrees to pay transportation charges to ship repaired unit to
Buyer.
12.0 PLACE OF DELIVERY.
The place of delivery shall be set forth in the"Ship to"block of the purchase order,purchase change
order,or release order.
13.0 RIGHT OF INSPECTION.
No rejection/inspection rights apply. Setter warrants any repair as a result of the warranties
purchased herein wilt be completed in accordance with Seller's published specifications.
14.0 INVOICES.
Seller shall submit separate invoices in duplicate,on each purchase order or purchase change order
after each delivery. Invoices shall indicate the purchase 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 waybill, when applicable, should be attached to the invoice. Seller 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 instruments have been
submitted after delivery and acceptance of the goods and/or services. Seller shall not include Federal Excise,
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State or City Sales Tax in its invoices. The Buyer shall furnish a tax exemption certificate upon Seller's
request.
15.0 OMITTED
16,0 OMITTED
17.0 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(OSHA)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.
18.0 SOFTWARE LICENSE TO SELLER.
If this purchase is for the license of software 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
use or share this software without permission of the Seller;however Buyer may make copies of the software
expressly for backup purposes.
19.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY.
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 individually referred to as a"Deliverable"and collectively
as the "Deliverables,") do not infringe upon or violate any United States patent, copyrights,
trademarks, service marks, trade secrets, or any intellectual property rights or other third party
proprietary rights,in the performance of services under this Agreement.
SELLER shall be liable and responsible for any and all claims made against the City for
infringement of any United States patent,copyright,trademark,service mark, trade secret,or other
intellectual property rights by the use of or supplying of any Deliverable(s) in the course of
performance or completion of, or in any way connected with providing the services, or the City's
continued use of the Deliverable(s) hereunder.
SELLER agrees to indemnify, defend, settle, or pay, at its own cost and expense, including
the payment of attorney's fees,any claim or action against the City for infringement of any United
States patent,copyright,trade mark, service mark,trade secret,or other intellectual property right
arising from City's use of the Deliverable(s),or any part thereof,in accordance with Sellers published
specifications, it being understood that this agreement to indemnify, defend,settle or pay shall not
apply if the City modifies or misuses the Deliverable(s). So long as SELLER bears the cost and
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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 timely
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 continue 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 Deliverable(s);
or (c) 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.
SELLER shall have no liability under this Section to the extent any such indemnified Items
are caused by either (i) the negligence or willful misconduct of Buyer, its employees, agents or
representatives or contractors, (ii) by any third party, (iii) use of a Product in combination with
equipment or software not supplied by Seller where the Product would not itself be infringing, (iv)
compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an
application or environment for which it was not designed or (A) modifications of the Product by
anyone other than Seller without Seller's prior written approval.
20.0 OWNERSHIP 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 this Agreement, including all such 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 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 hereby waives any property interest in such Work Product.
21.0 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
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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 be provided upon request.
22.0 CANCELLATION.
Either Party shall have the right to cancel this contract immediately for default on all or any part of
the undelivered portion of this order if either party breaches any of the terms hereof, including warranties
of Seller.Such right of cancellation is in addition to and not in lieu of any other remedies,which the parties
may have in law or equity.
23.0 ASSIGNMENT/DELEGATION.
No interest,obligation or right of Seller, including the right to receive payment,under this contract
shall be assigned or delegated to another entity withoutthe express written consent of Buyer.Any attempted
assignment or delegation of Seller shall be wholly void 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 Incorporation and related amendments,
Certificate of Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves the right to
withhold all payments to any entity other than Seller, if Seller is not in compliance with this provision. If
Seller fails to provide necessary information in accordance with this section, Buyer shall not be liable for
any penalties,fees or interest resulting therefrom.
24.0 WADER.
No claim or right arising out of a breach of this contract can be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration
in writing and is signed by the aggrieved party.
25.0 MODIFICATIONS.
This contract can be modified or rescinded only by a written agreement signed by both parties.
26.0 THE AGREEMENT.
In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement
between.Buyer and Seller shall consist of these Terms and Conditions together with any applicable proposal
documents published by the Buyer and Seller's Response to such proposal(the"contract documents").This
Agreement is intended by the parties as a final expression of their agreement and is intended also as a
complete and exclusive statement of the terms of 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 performance under this Agreement shall not be relevant to
determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge
of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial
Code(UCC) is used in this Agreement,the definition contained in the UCC shall control. In the event of a
conflict between the contract documents, the order of precedence shall be these Standard Terms and
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i
Conditions,the Buyer's published proposal documents and the Seller's response. If Buyer and Seiler have
otherwise negotiated a contract,this Agreement shall not apply.
27.0 APPLICABLE LAW/VENUE.
This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform
Commercial Code" or"UCC" is used. It shall be construed as meaning the Uniform Commercial Code as
adopted and amended in the State of Texas. Both parties agree that venue for any litigation arising from
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 VENDORlS).
Seller shall operate hereunder as an independent Vendor(s)and not as an officer, agent,servant or
employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control, the details of
its operations hereunder,and all persons performing same, and shall be solely responsible for the acts and
omissions of its officers,agents,employees,vendors and sub-vendors.The doctrine of respondeat 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 joint enterprise between Buyer and Seller, its
officers,agents, employees,vendors and subvendors.
29.0 LIABILITY AND INDEMNIFICATION.
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 OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, THE LIABILITY OF SELLER UNDER THESE TERMS AND
CONDITIONS (WHETHER BY REASON OF BREACH OF CONTRACT, TORT,
INDEMNIFICATION, OR OTHERWISE, BUT EXCLUDING LIABILITY OF SELLER FOR
BREACH OF WARRANTY (THE SOLE REMEDY FOR WHICH SHALL BE AS PROVIDED
UNDER SECTION 7 ABOVE)) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE
LESSER OF (A) THE TOTAL PURCHASE PRICE THERETOFORE PAID BY BUYER TO
SELLER WITH RESPECT TO THE PRODUCT(S) GIVING RISE TO SUCH LIABILITY OR(B)
ONE MILLION DOLLARS ($1,000,000). NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY
INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING
WITHOUT LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT,
LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF GOODWILL),
REGARDLESS OF WHETHER SELLER(a)HAS BEEN INFORMED OF THE POSSIBILITY OF
SUCH DAMAGES OR(b) IS NEGLIGENT.
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 KIND OR CHARACTER, FOR EITHER PROPERTY
DAMAGE OR LOSS PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
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PERSONS,AND DAMAGES FOR CLAIMS OF UNITED STATES INTELLECTUAL PROPERTY
INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF SELLER, ITS
OFFICERS, AGENTS, SUBVENDOR(S), SERVANTS OR EMPLOYEES. Seller shall have no
liability under this Section to the extent any such Indemnified Items are caused by either (i) the
negligence or willful misconduct of Buyer, its employees, agents or representatives or contractors,
(ii) by any third party,(iii)use of a Product in combination with equipment or software not supplied
by Seller where the Product would not itself be infringing, (iv) compliance with Buyer's designs,
specifications or instructions, (v) use of the Product in an application or environment for which it
was not designed or (vi) modifications of the Product by anyone other than Seller without Sellers
prior written approval.
30.0 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for 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 never been contained herein_
31.0 FISCAL FUNDING LIMITATION.
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 such occurrence and this
contract shall be terminated on the last day of the fiscal period for which funds have been appropriated
without penalty or expense to Buyer of any kind whatsoever, except to the portions of annual payments
herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available.
32.0 NOTICES.
Notices required pursuant to the provisions of this Agreement shall 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: To VENDOR.
City of Fort Worth Thermo Scientific portable Analytical Instruments,Inc.
Attn: Jesus J. Chapa,Assistant City Manager Matt Quinn,Contracts Manager
200 Texas Street 2 Radcliff Road
Fort Worth, TX 76102-6314 Tewkesbury, MA 08176
Facsimile: (817)392-8654 Facsimile: (508)520-2815
With copy to Fort Worth City Attorney's
Office at same address
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33.0 NON-DISCRIMINATION.
This contract is made and entered into with reference specifically to Chapter 17, Article 111,
Division 3 ("Employment Practices"),of the City Code of the City of Tort Worth(1986),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,Vendor(s)or
subVendor(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 IMMIGRATION NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon
request by City, Vendor shall provide City with copies of all 1-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
35.0 HEALTH, SAFETY,AND ENVIRONMENTAL REQUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In addition, Seller
agrees to obtain and 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 of this provision.Buyer shall have the rightto immediately terminate
this Agreement for violations of this provision by Seller.
36.0 RIGHT TO AUDIT.
Seller agrees that the Buyer, or Buyer's authorized representative, shall, until the expiration of three (3)
years after f nal payment under this contract,and at no additional cost to Buyer,have access to and the right
to examine and copy any directly pertinent books, computer disks, digital files, documents, papers and
records of the Seller involving transactions relating to this contract, including any and all records
maintained pursuant to Section 31 of this Agreement.Seller agrees that the Buyer shall have access,during
non-nal 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.
37.0 DISABILITY.
1n 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 unlawfully discriminate on the basis of disability
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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. Seiler 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 any claims 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 above-referenced laws concerning disability discrimination in the performance of this
agreement.
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 after discovering the claim,dispute,or breach.The notice shall
state the nature of the dispute and list the party's specific reasons for such dispute.Within ten(10)business
days of receipt of the notice,both parties shall make a good faith effort, either through email,mail,phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other
matter in question that may 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 or other
applicable rules governing mediation then in effect. If the parties cannot resolve the dispute through
mediation, then either party shall have the right to exercise any and all remedies available under law
regarding the dispute.
39,11 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL.
Vendor acknowledges that in accordance with Chapter 2270 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" shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,
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 contract.
IN FITNESS 'WHEREOF, the parties hereto have executed this Agreement in multiples this
day of 2018.
(signature page follows)
Vendor Services Agreement Page 10 of 15
ACCEPTED AND AGREED:
CITY OF FORT'WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
By: of this contract, including ensuring all
N�me: Jesus J. Chapa performance and reporting requirements.
Title: AssistantCityManager
Date: 7 �G v
By:
APPROVAL REC ED: Name: Michael Ward
Title: Forensic Division Manager
APPROVED AS TO FORM AND LEGALITY:
y:
ame: Joel F. F' erald, PhD
Title: Chief of Police
By:
Name: Mathew Murray:::-"
ATTEST: FORT Title: Assistant City Attorney
RACT AUTHORIZATION:
I Not Required
By: �r
me: ser
Title: City Secretary TEXP5
VENDOR: THERMO SCIENTIFIC PORTABLE ANALYTICAL INSTRUMEN'T'S,INC.
By: i ATTEST:
Va :,M tt Quinn Contracts Manager By: r�
Name: A,,&-tx
Date: �611 Title:
FOFFICIALORDARY TX
Vendor Services Agreement __ Page 11 of 15
EXHIBIT A
SCOPE OF SERVICES
The scope of this contract is to provide warranties for TruNarc Unlimited instruments for the Police
Department in accordance with the Seller's warranty terms. Services includes factory repair and loaner
units when available. Companion PC TruNarc admin software, unlimited access to TruNarc ellearning
course and free basic software updates to core narcotics library are provided for the life of the instrument.
1. WARRANTY. Seller warrants that the Products will operate or perform substantially in
conformance with Seller's published specifications and be free from defects in material and workmanship,
when subjected to normal,proper and intended usage by properly trained personnel, for the period of time
set forth in the product docutntttta#ion, published specifications or package inserts. If a period of time is
not specified in Seller's product documentation,published specifications or package inserts,the warranty
period shall be one(1)year from the date of shipment to Buyer for equipment and ninety(94)days for all
other products(the"Warranty Period"). During the Warranty Period,Seller agrees, in its sole discretion,
to repair or replace Products and/or provide additional parts or services as reasonably necessary to cause
the Products to perform in substantial conformance with said published specifications; provided that
Buyer shall
(a)promptly notify Seller in writing upon the discovery of any defect,which notice shall include the
product model and serial number(if applicable)and details of the warranty claim; and
(b) after Seller's review, Seller will provide Buyer with service data and/or a Return Material
Authorization("RMA"), which may include biohazard decontamination procedures and other product-
specific handling instructions,then, if applicable, Buyer may return the defective Products to Seller with
all costs prepaid by Buyer.
Seller further reserves the right, in its sole discretion,to extend any Warranty Period if at the time that the
Warranty Period would otherwise expire,there are ongoing concerns regarding a Product's conformance
to the warranty stated herein. Replacement parts may be new or refurbished,at the election of Seller. All
replaced pacts shall become the property of Seller. Shipment to Buyer of repaired or replacement Products
shall be made in accordance with the Delivery provisions of the Seller's Terms and Conditions of Sale.
Consumables are expressly excluded from this warranty. If Seller elects to repair defective medical device
instruments, Seller may, in its sole discretion,provide a replacement loaner instrument to Buyer as
necessary for use while the instruments are being repaired.
Notwithstanding the foregoing, Products supplied by Seller that are obtained by Seller from an original
manufacturer or third party supplier are not warranted by Seller, but Seller agrees to assign to Buyer any
warranty rights in such Product that Seller may have from the original manufacturer or third party
supplier,to the extent such assignment is allowed by such original manufacturer or third party supplier.
In no event shall Seller have any obligation to snake repairs,replacements or corrections required,in
whole or in part,as the result of(i)normal wear and tear,(ii)accident,disaster or event of force
majeure, (iii) misuse, fault or negligence of or by Buyer,(iv) use of the Products in a manner for
which they were not designed,(v)causes external to the Products such as, but not limited to, power
failure or electrical power surges,(vi)improper storage and handling of the Products or(vii)use of the
Products in combination with equipment or software not supplied by Seller. If Seller determines that
Products for which Buyer has requested warranty services are not covered by the warranty hereunder,
Buyer shall pay or reimburse Seller for all costs of investigating and responding to such request at Seller's
then prevailing time and materials rates. If Seller provides repair services or replacement parts that are not
covered by this warranty, Buyer shall pay Seller therefor at Seller's then prevailing time and materials
Vendor Services Agreement—Exhibit A Page 12 of 15
rates.
ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION
TO OR OF,OR OTHER TAMPERING WITH,THE PRODUCTS PERFORMED BY ANY PERSON
OR ENTITY OTHER THAN SELLER WITHOUT SELLER'S PRIOR WRITTEN APPROVAL, OR
ANY USE OF REPLACEMENT PARTS NOT SUPPLIED BY SELLER, SHALL IMMEDIATELY
VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS.
THE OBLIGATIONS CREATED BY THIS WARRANTY TO REPAIR OR REPLACE A DEFECTIVE
PRODUCT SHALL BE THE SOLE REMEDY OF BUYER IN THE EVENT OF A DEFECTIVE
PRODUCT. EXCEPT AS PROVIDED HEREIN, SELLER DISCLAIMS ALL OTHER WARRANTIES,
WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS,
INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE. SELLER DOES NOT WARRANT THAT THE
PRODUCTS ARE ERROR-FREE OR WILL ACCOMPLISH. ANY PARTICULAR RESULT.
Vendor Services Agreement—Exhibit A Page 13 of 15
EXHIBIT B
PRICE SCHEDULE
Item Description Quantity Unit Unit Price Total
I Product Code 820-0I051-01,TruNarc, Unlimited 5 EA $1,500.00 $7,500.00
Warranty Renewal - I Yr Includes factory repair and
loaner units when available. Unlimited access to
ruNarc eLearning course and free basic software
pdates to core narcotics library are provided for the
Iife of the instrument,term:
•TN2472: 12/30/2017- 12/29/2018
•Property Control, TN2574: 5/1/2018-4/30/19
•Narcotics, TN2666: 5/1/2018 -4/30/19
•Narcotics,TN2667: 5/1/2018 -4/30/2019
•Jail,TN2688: 5/18/2018- 5/17/2019
Vendor Services Agreement—Exhibit B Page 14 of 15
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Thermo Scientific Portable Analytical Instruments, Inc.
2 Radcliff Road
Tewkesbury, MA 08176
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, amendment or
change order on behalf of Vendor. Such binding authority has been granted 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 Form 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.
1. Name: Andy rc4L.,,,,
Position:
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Signature
2. Name: AA ,4 .w--
Position:
Signa re
3. Name:
Position:
Signature
Name: T�itc ?IC-ni,kL-Ar
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Signature of Pre-si: nt ``' Vic.J- ?.-,-S1'rFo-.;t
Other Title:
Date: /)7-'/1
Vendor Services Agreement—Exhibit C Noe 15 of IS