HomeMy WebLinkAboutContract 51967 CITY SECRETAI
CONTRACT NO.. 519 fo'7
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH(the"City"),a home rule municipal corporation situated in portions
of Tarrant, Parker, Denton, and Wise Counties,Texas, as executed by Jesus"Jay"Chapa, its duly authorized
Assistant City Manager,and CEM Corporation("Vendor"),a Corporation,as executed by Richard Decker,
its duly authorized Vice-President, each individually referred to as a"party" and collectively referred to as
the"parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2. Exhibit A—Scope of Services and Payment Schedule
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes.In the
event of any conflict between the documents,the terms and conditions of this Professional Services Agreement
shall control.
1. SCOPE OF SERVICES.
Vendor hereby agrees to provide the City with on-site preventative maintenance service for the City's
water and waste water laboratory.Attached hereto and incorporated for all purposes incident to this Agreement
is Exhibit"A," Scope of Services,more specifically describing the services to be provided hereunder.
Vendor warrants that it will exercise reasonable skill, care and diligence in the performance of its
services and will carry out its responsibilities in accordance with customarily accepted professional practices
and applicable laws.
2. TERM.
This Agreement shall begin on December 05, 2018 ("Effective Date")and shall expire on December
04, 2022, unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the
option, in its sole discretion,to renew this Agreement under the same terms and conditions, for up to four(4)
one-year renewal options,at City's sole discretion.
3. COMPENSATION.
The 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"A,"—Price
Schedule. The not to exceed amount for this Agreement shall be Thirty-Nine Thousand Five Hundred
Twenty Dollars($39,520.00). 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 expense in writing.
OFFICIAL RECORD'
CITY SECRETARY
FT WORTH,TX
o��
4. TERMINATION.
4.1. Written Notice.
The City or Vendor may terminate this Agreement at any time and for any reason by providing
the other party with 30 days written notice of termination.
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal period for
any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall
terminate on the last day of the fiscal period for which appropriations were received without penalty
or expense to the City of any kind whatsoever,except as to the portions of the payments herein agreed
upon for which funds shall have been appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date,the City shall pay
Vendor for services actually rendered up to the effective date of termination and Vendor shall continue
to provide the City with services requested by the City and in accordance with this Agreement up to
the effective date of termination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing
conflicts of interest related to Vendor's services under this Agreement.In the event that any conflicts of interest
arise after the Effective Date of this Agreement,Vendor hereby agrees promptly to make full disclosure to the
City in writing upon its first knowledge of such conflict. Vendor, for itself and its officers, agents and
employees,further agrees that it shall treat all information provided to it by the City as confidential and shall
not disclose any such information to a third party without the prior written approval of the City, except to the
extent that such disclosure is required by applicable law or court order and then only after prior notice to and
consultation with the City.Vendor shall store and maintain City Information in a secure manner and shall not
allow unauthorized users to access, modify,delete or otherwise corrupt City Information in any way. Vendor
shall notify the City promptly if the security or integrity of any City information has been compromised or is
believed to have been compromised.
6. RIGHT TO AUDIT.
Vendor agrees that the City shall,until the expiration of three(3)years after final payment under this
Agreement, have access to and the right to examine at reasonable times any directly pertinent books,
documents,papers and records of the Vendor involving transactions relating to this Agreement at no additional
cost to the City. Vendor agrees that the City shall have access during normal working hours to all necessary
Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this section. The City shall give Vendor at least five (5) business days'
advance notice of intended audits.
Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect
that the subcontractor agrees that the City shall, until expiration of three (3)years after final payment of the
subcontract, have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records of such subcontractor involving transactions related to the subcontract, and
further that City shall have access during normal working hours to all subcontractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of
this paragraph.City shall give subcontractor reasonable notice of intended audits.
The audit rights conferred by this section shall not permit the City to access records related to the
pricing of fixed-price or lump sum amounts, the build-up of agreed rates or unit prices, or Vendor's
estimating records.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all
rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and
in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to
control the details of its operations and activities and be solely responsible for the acts and omissions of its
officers, agents, servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine
of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and
Vendor, its officers, agents, employees, servants, contractors and subcontractors. Vendor further agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor.
8. LIABILITY AND INDEMNIFICATION.
VENDOR SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CITY
AND ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL DAMAGES,
CLAIMS, LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE
ATTORNEY'S FEES AND EXPENSES, FOR PERSONAL INJURIES (INCLUDING DEATH) AND
THIRD-PARTY PROPERTY DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACT
OR OMISSION OF VENDOR,ITS OFFICERS,AGENTS,EMPLOYEES, OR SUBCONTRACTORS
IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. THE VENDOR SHALL
NOT BE OBLIGATED OR LIABLE TO THE CITY FOR ANY CLAIM ARISING IN CONNECTION
WITH THIS AGREEMENT EXCEPT ITS OWN NEGLIGENCE THAT IS THE FAULT OF THE
VENDOR, AND/OR ITS AGENTS, EMPLOYEES, OR SUBCONTRACTORS, OR OTHERS FOR
WHOM VENDOR IS LEGALLY RESPONSIBLE.
NOTWITHSTANDING THE FOREGOING, VENDOR AGREES, TO THE FULLEST
EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD HARMLESS CITY AND ITS
OFFICERS, AGENTS AND EMPLOYEES AGAINST COSTS, DAMAGES, OR LOSSES,
INCLUDING REASONABLE ATTORNEYS'FEES AND EXPENSES,RESULTING FROM CLAIMS
BY THIRD PARTIES FOR PERSONAL INJURIES (INCLUDING DEATH) OR PROPERTY
DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF
VENDOR, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS IN THE
PERFORMANCE OF PROFESSIONAL DESIGN AND ENGINEERING SERVICES UNDER THIS
AGREEMENT. VENDOR SHALL NOT BE OBLIGATED TO DEFEND OR INDEMNIFY CITY
AND ITS OFFICERS,AGENTS AND EMPLOYEES FOR THEIR RESPECTIVE NEGLIGENCE OR
WILLFUL MISCONDUCT.
9. ASSIGNMENT AND SUBCONTRACTING.
Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement
without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall
execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the
duties and obligations of Vendor under this Agreement,and Vendor shall have no further liability or obligations
under the assigned portion of the Agreement. If the City grants consent to a subcontract, the Vendor shall
require such subcontractor to execute a written agreement with the Vendor referencing this Agreement and
requiring subcontractor to be bound by duties and obligations substantially similar to those of the Vendor under
this Agreement as such duties and obligations may apply to the subcontractor's scope of services.The Vendor
shall provide the City with a fully executed copy of any such subcontract upon request,with any financial and
proprietary information redacted.
10. INSURANCE.
Vendor shall provide the City with certificate(s) of insurance documenting policies of the following
coverage limits that are to be in effect prior to commencement of any services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$2,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Bodily injury per person
$500,000 Bodily injury per occurrence
$100,000 Property damage
Coverage shall be on any vehicle used by the Vendor, its employees, agents,
representatives in the course of the providing services under this Agreement. "Any
vehicle" shall be any vehicle owned, hired and non-owned.
(c) Worker's Compensation
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease-per each employee
$500,000 Disease-policy limit
This coverage may be written as follows:
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 policy limits for Employers' Liability of $100,000 each
accident/occurrence,$500,000 bodily injury disease policy limit and$100,000 per disease per
employee.
(d) Professional Liability(Errors&Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the contractual
agreement and for two(2)years following completion of services provided.An annual
certificate of insurance shall be submitted to the City to evidence coverage.
10.2 Certificates.
Certificates of Insurance evidencing that the Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any services pursuant
to this Agreement.All policies except Workers'Compensation and Professional Liability shall
be endorsed to name the City as an additional insured thereon,as its interests may appear. All
policies except Professional Liability and Employer's Liability shall contain a Waiver of
Subrogation for the benefit of the City of Fort Worth.The term City shall include its employees,
officers, officials, agent, and volunteers in respect to the contracted services. Any failure on
the part of the City to request required insurance documentation shall not constitute a waiver
of the insurance requirement. A minimum of thirty (30) days' notice of cancellation of
coverage shall be provided to the City. Ten(10)days' notice shall be acceptable in the event
of non-payment of premium. Such terms shall be endorsed onto Vendor's insurance policies.
Notice shall be sent to the Risk Manager,City of Fort Worth, 1000 Throckmorton,Fort Worth,
Texas 76102,with copies to the City Attorney at the same address.
10.3 Waiver of Subrogation for Property Insurance.
The City and Vendor waive all rights against each other and their officers, officials,
directors, agents, or employees for damage covered by builder's risk insurance during and
after the completion of Vendor's services. If the services result in a construction phase related
to the project, a provision similar to this shall be incorporated into all construction contracts
entered into by the City, and all construction contractors shall be required to provide waivers
of subrogation in favor of the City and Vendor for damage or liability covered by any
construction contractor's policy of property insurance, including builder's risk provided by
such contractor, if applicable.
11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Vendor agrees to comply with all applicable federal, state and local laws, ordinances, rules and
regulations. If the City notifies Vendor of any violation of such laws,ordinances,rules or regulations,Vendor
shall promptly desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as
part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder,
it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis
prohibited by law.
13. 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 The CITY: To VENDOR:
City of Fort Worth CEM Corporation
Attn: Chris Harder, Water Director Attn: Michael E Freeman, Director of Services
200 Texas Street 3100 Smith Farm Road
Fort Worth TX 76102-6311 Matthews,NC 28104
Facsimile: (817)392-8654 Facsimile: (704)973-2499
14. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement,the City does not waive or surrender
any of its governmental powers.
15. NO WAIVER.
The failure of the City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
16. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any
action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement,venue for such
action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas,Fort Worth Division.
17. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired.
18. FORCE MAJEURE.
The City and Vendor shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force
majeure or other causes beyond their reasonable control (force majeure), including, but not limited to,
compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires,
strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
19. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a
part of this Agreement.
20. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of this Agreement or exhibits hereto.
21. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto
unless such extension, modification, or amendment is set forth in a written instrument, which is executed by
an authorized representative and delivered on behalf of such party.
22. ENTIRETY OF AGREEMENT.
This Agreement contains all of the covenants, statements, representations and promises agreed to by
the parties. To the extent of any conflict,this Agreement supersedes the terms,conditions,and representations
set forth in the City's Request for Proposals,Vendor's Proposal and revised cost. No agent of either party has
authority to make,and the parties shall not be bound by,nor liable for,any covenant,statement,representation
or promise not set forth herein. The parties may amend this Agreement only by a written amendment executed
by both parties.
23. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to execute this
agreement on behalf of the respective party,and that such binding authority has been granted by proper order,
resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this
warranty and representation in entering into this Agreement.
24. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Contractor 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,
Contractor certifies that Contractor's signature provides written verification to the City that
Contractor:(1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract.
INMn—
REOF,the parties hereto have executed this Agreement in multiples this 9 � dayof 20111
CITY OF FORT WORTH
By:
Jesus"Jay"C apa
Assistant City Manager
Date: FO
ATTES �of .....
A%. O
By: V
Mary Kay �4-
City Secretary OFFICIAL RECORD
'2
CITY SECRETARY
�XAS FT. WORTH,TX
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APPROVED AS TO FORM AND LEGALITY:
By: OAAO,
Christa R. Lopez-Re olds
Sr.Assistant City Attorney
No M&C Required
Contract Compliance Manager:
By signing I acknowle e I am the person responsible for the monitoring and administration of this contract,
in g ensurin all fo ance and reporting requirements.
Name of E to ee
Tit
CE,M CO ORA I
By::
Date: / /�o •/9
WITNESS:
By:• j lL�� LGGtQ�li!�
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Pri / 7& /
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ICIAL RECORDY SECRETARY WORTH,TX
EXHIBIT A
Scope and Pricing
Scope of Services: On-Site Preventative Maintenance
Every October, CEM Corporation will complete an on-site preventative maintenance visit [Plan2]. Upon
completion of completing the maintenance and inspection. CEM will certify the CEM Instrumentation as
required by TNI [Nelac] in order to maintain accreditation by presenting a Certificate of Calibration.
Plan2 includes one(1)pre-scheduled on-site preventive maintenance visit,one(1)additional available
preventive maintenance visit,twenty-four hourtelephone troubleshooting support,guaranteed thirty-six hour
response time(exclusive of weekends and holidays)when a service visit is required and no additional charges
on travel, labor and/orparts.
Pricing Schedule:
Mars 5 Serial Number MD8294
Description Effective Date Expiration Date Price Year Payable
Customer Care Plan 2, MARS 5 12/05/18 12/04/19 $2,929.50 2018
Customer Care Plan 2, MARS 5 12/05/19 12/04/20 $3,064.50 2019
Customer Care Plan 2, MARS 5 12/05/20 12/04/21 $3,199.50 2020
Customer Care Plan 2, MARS 5 12/05/21 12/04/22 $3,334.50 2021
Customer Care Plan 2, MARS 5 12/05/22 12/04/23 $3,469.50 2022
Mars 6 Serial Number M31540
Description Effective Date Expiration Date Price Year Payable
Customer Care Plan 2, MARS 6 12/05/18 12/04/19 $2,434.50 2018
Customer Care Plan 2, MARS 6 12/05/19 12/04/20 $2,569.50 2019
Customer Care Plan 2, MARS 6 12/05/20 12/04/21 $2,704.50 2020
Customer Care Plan 2, MARS 6 12/05/21 12/04/22 $2,839.50 2021
Customer Care Plan 2, MARS 6 12/05/22 12/04/23 $2,974.50 2022
Contract Quote
rviue
Company Address 3100 Smilh Farm Rd Created Date 121512018
Matthews,NC 28106 Quote Number 00000446
US
Expiration Date 12/26/2018
Prepared By Monica Gamble Contact Name Johnny Skelton
Phone 7048217015 ext 1169 Phone (817)392-5916
Email monica.gamble@cem.com Email johnny.skelton@fortworthgov.org
Fax (704)973-2499 Fax 0
Bill To Name Fort Worth,City Of Ship To Name Fort Worth,City Of
Bill To 2600 S.E.Loop 820 Ship To 2600 S.E.Loop 820
Laboratory Services Division Laboratory Services Division
Fort Worth,TX 76140 Fort Worth,TX 76140
United Slates United Slates
Contract Information
Effective Dale 12/5/2018 Expiration Dale 12/4/2019
Product .• Product Description Serial Quantity Discount Sales Price Total
510 1992010 CUSTOMER CARE PLAN 2,MARS 5 MD8294 1 1.00 10.00% $3,255.00 $2,929.50
Subtotal $3,255.00
Discount 10.00%
Total Price $2,929.50
Grand Total $2,929.50
Quoted Currency US Dollars
Acceptance
By signing this agreement,all signatories acknowledge that they have
read and understood,and agree to be bound by,the terms and Customer Signature and Title
conditions as outlined in the agreement.
Dale
Return to:
CEM Corporation,do Contract Administrator Purchase Order Number/Credit Card and Expiration.
P.O.Box 200
Matthews,NC 28106-0200
Email:service@cem.com E-mall Address(please prim dearly)
Fax:(704)973-2499
NOTE:If paying by credit card,please write"Credit Card"in the
purchase order section and return to CEM.A representative will
contact you for the specific card details once the signed contract is
received.
Temaand,Cgndilions
CEM Corporation shall:
Contract Quote – *=-%
Company Address 3100 Smith Farm Rd Created Date 12/5/2018
Matthews,NC 28106 Quote Number 00009115
US
Expiration Date 12/26/2019
Prepared By Monica Gamble Contact Name Johnny Skelton
Phone 7048217015 ext 1169 Phone (817)392-5916
Email monica.gamble@cem.com Email johnny.skelton@fod%wdhgov.org
Fax (704)973-2499 Fax 0
Bill To Name Fort Worth,City Of Ship To Name Fort Worth,City Of
Bill To 2600 S.E.Loop 820 Ship To 2600 S.E.Loop 820
Laboratory Services Division Laboratory Services Division
Fort Worth,TX 76140 Fort Worth,TX 76140
United States United Stales
Contract Information
Effective Date 12152019 Expiration Date 12/4/2020
Product Code Product Description Serial Quantity Discount Sales Price Total Price'
510 992010 CUSTOMER CARE PLAN 2,MARS 5 MD8294 1 1.00 10.00% $3,405.00 $3,064.50
Subtotal $3,405.00
Discount 10.00%
Total Price $3,064.50
Grand Total $3,064.50
Quoted Currency US Dollars
Acceptance
By signing this agreement,all signatories acknowledge that they have
read and understood,and agree to be bound by,the terms and Customer Signature and Title
conditions as outlined in the agreement.
Dale
Return to:
CEM Corporation,c/o Contract Administrator Purchase Order Number/Credit Card and Expiration.
P.O.Box 200
Matthews,NC 28106-0200
Email:service®cem.com E-mall Address(please print dearly)
Fax:(704)973-2499
NOTE:If paying by credit card,please write"Credit Card"in the
purchase order section and return to CEM.A representative will
contact you for the specific card details once the signed contract is
received.
Terms and Conditions
CEM Corporation shall:
Contract Quote
Service
Company Address 3100 Smith Farm Rd Created Dale 12!5!2018
Matthews,NC 28106 Quote Number 00009116
US
Expiration Dale 12/25/2020
Prepared By Monica Gamble Contact Name Johnny Skelton
Phone 7048217015 ext 1169 Phone (817)392-5916
Email monica.gambie@cem.com Email johnny.skelton@fortworthgov.org
Fax (704)973-2499 Fax 0
Bill To Name Fort Worth,City Of Ship To Name Fort Worth,City Of
Bill To 2600 S.E.Loop 820 Ship To 2600 S.E.Loop 820
Laboratory Services Division LaL*ratory Services Division
Fort Worth,TX 76140 Fort Worth,TX 76140
United States United Stales
Contract Information
Effective Date 12/5/2020 Expiration Dale 12/4/2021
Product Code Product Description Serial Quantity Discount Sales Price Total Price
510 992010 CUSTOMER CARE PLAN 2,MARS 5 1 MD8294 1 1.00 10.00% $3,555.00 $3,199.50
Subtotal $3,555.00
Discount 10.00%
Total Price $3,199.50
Grand Total $3,199.50
Quoted Currency US Dollars
Acceptance
By signing this agreement,all signatories acknowledge that they have
read and understood,and agree to be bound by,the terms and Customer Signature and Title
conditions as outlined in the agreement.
Date
Return to:
CEM Corporation,Go Contract Administrator Purchase Order Number/Credit Card and Expiration.
P.O.Box 200
Matthews,NC 28106-0200
Email:service@cem.com E-mail Address(please print dearly)
Fax:(704)973-2499
NOTE:If paying by credit card,please write"Credit Card"in the
purchase order section and return to CEM.A representative will
contact you for the specific card details once the signed contract is
received.
Terms and Conditions
CEM Corporation shall:
Contract Quote "^
w
Company Address 3100 Smith Farm Rd Created Date 12/5/2018
Matthews,NC 28106 Quote Number 00009117
US
Expiration Date 12/24/2021
Prepared By Monica Gamble Contact Name Johnny Skelton
Phone 7048217015 ext 1169 Phone (817)392-5916
Email monica.gamble@cem.com Email johnny.skeltonQfortworthgov.org
Fax (704)973-2499 Fax 0
Bill To Name Fort Worth,City Of Ship To Name Fort Worth,City Of
Bill To 2600 S.E.Loop 820 Ship To 2600 S.E.Loop 820
Laboratory Services Division Laboratory Services Division
Fort Worth,TX 76140 Fort Worth,TX 76140
United States United States
Contract Information
Effective Date 12/5/2021 Expiration Date 12/4/2022
- .. .. -ProductDescription a • . :
510 992010 CUSTOMER CARE PLAN 2,MARS 5 MD8294 1.00 10.00% $3,705.00'; $3,334.50
Subtotal $3,705.00
Discount 10.00%
Total Price $3,334.50
Grand Total $3,334.50
Quoted Currency US Dollars
Acceptance
By signing this agreement,all signatories acknowledge that they have
read and understood,and agree to be bound by,the terms and Customer Signature and Title
conditions as outlined in the agreement.
Date
Return to:
CEM Corporation,clo Contract Administrator Purchase Order Number/Credit Card and Expiration.
P.O.Box 200
Matthews,NC 28106-0200
Email:service@cem.com E-mail Address(please print dearly)
Fax:(704)973-2499
NOTE:if paying by credit card,please write"Credit Card"in the
purchase order section and return to CEM.A representative will
contact you for the specific card details once the signed contract is
received.
Terms and Conditions
CEM Corporation shall:
Contract Quote
Ser-mice
Company Address 3100 Smith Farm Rd Created Date 12/512018
Matthews,NC 28106 Quote Number 00009118
US
Expiration Date 12/26/2022
Prepared By Monica Gamble Contact Name Johnny Skelton
Phone 7048217015 ext 1169 Phone (817)392-5916
Email monica.gamble@cem.com Email johnny.skelton@fortworthgov.org
Fax (704)973-2499 Fax 0
Bill To Name Fort Worth,City Of Ship To Name Fort Worth,City Of
Bill To 2600 S.E.Loop 820 Ship To 2600 S.E.Loop 820
Laboratory Services Division Laboratory Services Division
Fort Worth,TX 76140 Fort Worth,TX 76140
United States United States
Contract Information
Effective Date 12/5/2022 Expiration Date 12/4/2023
Product •de Product Description Serial Quantity Discount Sales Price Total
510 992010 CUSTOMER CARE PLAN 2,MARS 5 MD8294 1 1.00 I 10.00% $3,855.00 $3,469.50
Subtotal $3,855.00
Discount 10.00%
Total Price $3,469.50
Grand Total $3,469.50
Quoted Currency US Dollars
Acceptance
By signing this agreement,all signatories acknowledge that they have
read and understood,and agree to be bound by,the terms and Customer Signature and Title
conditions as outlined in the agreement.
Date
Return to:
CEM Corporation,Go Contract Administrator Purchase Order Number/Credit Card and Expiration.
P.O.Box 200
Matthews,NC 28106-0200
Email:servioe@cem.com E-mail Address(please print dearly)
Fax:(704)973-2499
NOTE:If paying by credit card,please write"Credit Card"in the
purchase order section and return to CEM.A representative will
contact you for the specific card details once the signed contract is
received.
Terms and Conditions
CEM Corporation shall:
Contract Quote
Service
Company Address 3100 Smith Farm Rd Created Date 12/5/2018
Matthews,NC 28106 Quote Number 00003854
US
Expiration Dale 12/26/2018
Prepared By Monica Gamble Contact Name Johnny Skelton
Phone 7048217015 ext 1169 Phone (817)392-5916
Email monica.gamble@cem.com Email johnny.skellon@fortworthgov.org
Fax (704)973-2499 Fax 0
Bill To Name Fort Worth,City Of Ship To Name Fort Worth,City Of
Bill To 2600 S.E.Loop 820 Ship To 2600 S.E.Loop 820
Laboratory Services Division Laboratory Services Division
Fort Worth,TX 76140 Fort Worth,TX 76140
United Stales United Stales
Contract Information
Effective Date 12/5/2018 Expiration Date 12/4/2019
Product Code Product DeSGription Serial Quantity Discount Sales Price Total Price'
510 992040 CustomerCare Plan 2,MARS 6 MJ1540 1.00 10.00% $2,705.001 $2,434.50
Subtotal $2,705.00
Discount 10.00%
Total Price $2,434.50
Grand Total $2,434.50
Quoted Currency US Dollars
Acceptance
By signing this agreement,all signatories acknowledge that they have
read and understood,and agree to be bound by,the terms and Customer Signature and Title
conditions as outlined in the agreement.
Date
Return to:
CEM Corporation,Go Contract Administrator Purchase Order Nutnber/Credit Card and Expiration.
P.O.Box 200
Matthews,NC 28106-0200
Email:service@cem.com E-mall Address(please print dearly)
Fax:(704)973-2499
NOTE:If paying by credit card,please write"Credit Card"in the
purchase order section and return to CEM.A representative will
contact you for the specific card details once the signed contract is
received.
Terms and Conditions
CEM Corporation shall:
Contract Quote
lefi' i s
Company Address 3100 Smith Farm Rd Created Date 12/5/2018
Matthews,NC 28106 Quote Number 00009119
US
Expiration Date 12/26/2019
Prepared By Monica Gamble Contact Name Johnny Skelton
Phone 7048217015 ext 1169 Phone (817)392-5916
Email monica.gamble@cem.com Email johnny.skellon@fortworthgov.org
Fax (704)973-2499 Fax 0
Bill To Name Fort Worth,City Of Ship To Name Fort Worth,City Of
Bill To 2600 S.E.Loop 820 Ship To 2600 S.E.Loop 820
Laboratory Services Division Laboratory Services Division
Fort Worth,TX 76140 Fort Worth,TX 76140
United States United States
Contract Information
Effective Date 1215/2019 Expiration Dale 12/4/2020
Product .. ProductDescription Serlal Quantity OJscount Sales Price Total Price,:
510 1992040 CustomerCare Plan 2,MARS 6 1 MJ1540 1.00 10.00%1. $2,855.00 $2,569.50
Subtotal $2,855.00
Discount 10.00%
Total Price $2,569.50
Grand Total $2,569.50
Quoted Currency US Dollars
Acceptance
By signing this agreement,all signatories acknowledge that they have
read and understood,and agree to be bound by,the terms and Customer Signature and Title
conditions as outlined in the agreement.
Date
Return to:
CEM Corporation,do Contract Administrator Purchase Order Number/Credit Card and Expiration.
P.O.Box 200
Matthews,NC 28106-0200
Email:service@cem.com E-mail Address(please print clearly)
Fax:(704)973-2499
NOTE:If paying by credit card,please write"Credit Card"in the
purchase order section and return to CEM.A representative will
contact you for the specific card details once the signed contract is
received.
Terms and Conditions
CEM Corporation shall:
Contract Quote
iii"i e
Company Address 3100 Smith Farm Rd Created Date 12/5/2018
Matthews,NC 28106 Quote Number 00009120
US
Expiration Date 12/26/2020
Prepared By Monica Gamble Contact Name Johnny Skelton
Phone 7048217015 ext 1169 Phone (817)392-5916
Email monica.gamble@cem.com Email johnny.skehon@fortworthgov.org
Fax (704)973-2499 Fax 0
Bill To Name Fort Worth,City Of Ship To Name Fort Worth,City Of
Bill To 2600 S.E.Loop 820 Ship To 2600 S.E.Loop 820
Laboratory Services Division Laboratory Services Division
Fort Worth,TX 76140 Fort Worth,TX 76140
United States United Slates
Contract Information
Effective Dale 12/5/2020 Expiration Date 12/4/2021
Product Code Product Description Serial Quantity Discount Sales Price Total Price
510 992040 1 CustomerCare Plan 2,MARS 6 1 MJ1540 1.00 10.00% $3,005.00 $2,704.50
Subtotal $3,005.00
Discount 10.00%
Total Price $2,704.50
Grand Total $2,704.50
Quoted Currency US Dollars
Acceptance
By signing this agreement,all signatories acknowledge that they have
read and understood,and agree to be bound by,the terms and Customer Signature and Tole
conditions as outlined in the agreement.
Date
Return to:
CEM Corporation,clo Contract Administrator Purchase Order NumberlCredil Card and Expiration.
P.O.Box 200
Matthews,NC 28106-0200
Email:service@cem.com E-mail Address(please print dearly)
Fax:(704)973-2499
NOTE:If paying by credit card,please write"Credit Card"in the
purchase order section and return to CEM.A representative will
contact you for the specific card details once the signed contract is
received.
Terms and Conditions
CEM Corporation shall:
Contract Quote
ervi G
Company Address 3100 Smith Farm Rd Created Date 12/5/2018
Matthews,NC 28106 Quote Number 00009121
US
Expiration Dale 12/26/2021
Prepared By Monica Gamble Contact Name Johnny Skelton
Phone 7048217015 ext 1169 Phone (817)392-5916
Email monica.gamble@cem.corn Email johnny.skelton@fortworthgov.org
Fax (704)973-2499 Fax 0
Bill To Name Fort Worth,City Of Ship To Name Fort Worth,City Of
Bill To 2600 S.E.Loop 820 Ship To 2600 S.E.Loop 820
Laboraloiy Services Division Laboratory Services Division
Fort Worth,TX 76140 Fort Worth,TX 76140
United States United Stales
Contract Information
Effective Date 12/5/2021 Expiration Date 12/4/2022
Product Code Product Description Serial Quantity Discount Sales Price Total Price
510 992040 CustomerCare Plan 2,MARS 6 MJ1540 1.00 10.00% $3,155.00 $2,839.50
Subtotal $3,155.00
Discount 10.00%
Total Price $2,839.50
Grand Total $2,839.50
Quoted Currency US Dollars
Acceptance
By signing this agreement,all signatories acknowledge that they have
read and understood,and agree to be bound by,the terms and Customer Signature and Tide
conditions as outlined in the agreement.
DW
Return to:
CEM Corporation,c/o Contract Administrator Purchase Order Number/Credit Card and Expiration.
P.O.Box 200
Matthews,NC 28106-0200
Email:service@cem.com E-mail Address(please print dearly)
Fax:(704)973-2499
NOTE:If paying by credit card,please write"Credit Card"in the
purchase order section and return to CEM.A representative will
contact you for the specific card details once the signed contract is
received.
Terms and Conditions
CEM Corporation shall:
Contract Quote .
:� LA"
Company Address 3100 Smith Farm Rd Created Date 12/5/2018
Matthews,NC 28106 Quote Number 00009122
US
Expiration Date 12/26/2022
Prepared By Monica Gamble Contact Name Johnny Skelton
Phone 7048217015 ext 1169 Phone (817)392-5916
Email monica.gambie@cem.com Email johnny.skelton@fodmrthgov.org
Fax (704)973-2499 Fax 0
Bill To Name Fort Worth,City Of Ship To Name Fort Worth,City Of
Bill To 2600 S.E.Loop 820 Ship To 2600 S.E.Loop 820
Labnralory Services Division Laboraloiy Services Division
Fort Worth,TX 76140 Fort Worth,TX 76140
United States United States
Contract Information
Effective Date 12/5/2022 Expiration Dale 12/4/2023
Product Code Product Description Serial Quantity Discount Sales Price Total Price:
510 992040 CuslomerCare Plan 2,MARS 6 MJ1540 1.00 10.00% $3,305.00 $2,974.50
Subtotal $3,305.00
Discount 10.00%
Total Price $2,974.50
Grand Total $2,974.50
Quoted Currency US Dollars
Acceptance
By signing this agreement,all signatories acknowledge that they have
read and understood,and agree to be bound by,the terms and Customer Signature and Title
conditions as outlined in the agreement.
Date
Return to:
CEM Corporation,Go Contract Administrator Purchase Order Number/Credit Card and Expiration.
P.O.Box 200
Matthews,NC 28106-0200
Email:serviceecem.com E-mail Address(please print dearly)
Fax:(704)973-2499
NOTE:If paying by credit card,please write"Credit Card"in the
purchase order section and return to CEM.A representative will
contact you for the specific card details once the signed contract is
received.
Terms and Conditions
CEM Corporation shall:
Contract Quote
,Serrvilu
1.Provide repair service for instrument(s)covered by this agreement,provided the instrument(s)is at the location specified on this
agreement;
2.Warrant that all parts furnished hereunder will be free of defects in materials and workmanship at the time of installation;
3.Based on selected type of Agreement,provide:
Plan 1—One(1)repair service visit during specified effective dates,at no additional charge,at the location specified on this
agreement;or
Plan 2—One(1)scheduled preventive maintenance visit during specified effective dates,at no additional charge,at the
location specified on this agreement;or
Plan 3—One(1)scheduled preventive maintenance visit during specified effective dates,at no additional charge,at the
location specified on this agreement;and pay freight charges for instrument(s)which must be returned to factory for repair and
provide a loaner instrument,at no additional charge,to the location specified on this agreement if repaired instrument cannot
be returned to customer within 36 business hours;or
MONITOR/AUDIT-MONITOR provides one(1)sample set delivered to the customer each month for the duration of the
contract.AUDIT provides the option to return up to three(3)samples quarterly for moisture or fat determination for the
duration of the contract.
4.Render invoice upon receipt of a signed copy of this agreement.
Customer shall:
1.Pay all charges due here-under within 10 days from receipt of invoice;and
2.Have three alternative methods of repair under this agreement:
a.Customer shall notify the CEM Service Department of any instrument malfunction.A Technical Support Representative will
determine the need for and authorize required field service by a CEM service representative.
b.Customer can forward instrument,freight prepaid,to CEM Corporation.If failure is governed by Section 608 of the Clean Air
Act or
the National Recycling and Emissions Program,instrument must be returned to CEM for necessary repairs.Necessary repairs
will be made at no additional charge to customer.
c.Customer may return defective parts to CEM Corporation on an exchange basis.Customer will be invoiced for replacement
parts.Upon receipt of defective parts at CEM Corporation,repairability of parts will be determined and customer will be issued
any credit due.Excluded here-under are shipping costs,attachments,supplies,accessories,or other devices that are not
service items.
NOTE:If instrument is subject to OSHA regulations governing McC12 exposure limits,customer shall provide environment which
meets OSHA regulations.
NOTE:If instrument utilizes acids,customer is responsible for providing acid handling materials.
General
1.This agreement does not cover:
a.The repair of damage or replacement or maintenance of parts caused by accident,disaster,neglect,abuse,misuse,use of the
instrument for purposes other that for which designed,transportation,alterations,attachments,accessories,supplies,non-CEM
repairs or activities or failure to provide a suitable environment and
b.Expendable supply items(balance pans,balance stems,air shields,pads,etc.).
2.CEM Corporation's liability to the customer for damages from any cause whatsoever and regardless of the form of action,
including negligence,is limited to actual damages up to the lesser of the value of the instrument or an amount equal to one year's maintenance
charges for the specific instruments under this Agreement that caused the damages or that are the subject matter of or are directly related to
the cause of action.This limitation of liability will not apply to claims for personal injury or damage to real property or tangible personal property
caused by CEM's negligence.
In no event will CEM Corporation be liable for loss of use of instrument,any lost profits,lost savings,or other consequential
damages even if CEM has been advised of the possibility of such damages,or for any claim against the customer by any other party.
Some states do not allow the exclusion or limitation of consequential damages,so the above limitations or exclusions may not apply
to the customer.This Agreement gives the customer specific legal rights,and the customer may also have other rights that may vary
from state to state.
3.CEM Corporation shall not be responsible for failure to render service due to strikes,fire,Flood or causes beyond its control.
4.If a customer does not pay the amount due hereunder,CEM Corporation may(a)refuse to continue to service the equipment or(b)furnish
service only on a'per call'basis.
5.Parts will be furnished by CEM Corporation on an exchange basis and will be new or guaranteed to perform as new.
6.CEM Corporation disclaims all warranties not appearing on the face hereof,whether expressed or implied,including the
warranties of merchantability,and of fitness for a particular purpose.
7.Services provided under this Agreement do not assure uninterrupted operation of the equipment,and CEM Corporation is not responsible
for failure to render services due to causes beyond its control.
8.This agreement is not assignable without the prior written consent of CEM Corporation.Any attempt to assign any of the rights,duties or
obligations of the Agreement without such consent is void.
9.CEM Corporation may void this agreement on any or all instruments at any time if purchaser does not property maintain instrument(s).
10.This agreement shall be governed by the laws of the State of North Carolina and constitutes the entire agreement between the
parties hereto with respect to service of equipment,and shall supersede all previous negotiations,commitments and writings with respect
to matters set forth herein.
If applicable to this purchase order,subcontract,or bill of lading,the affirmative action cause for disabled workers(41 CFR§60-741.4),the
equal opportunity cause in Section 202 of Executive Order 11246(41 CFR§60-1 through 60-50),and the affirmative action clause for
covered veterans(41 CFR 6-300)are hereby incorporated herein by reference.Further,if applicable,seller agrees to file Standard Form 100
(EEO-1)and the VETS-100A report.The contractor agrees to comply with 29 CFR Part 471,Appendix A to Subpart A.
This contractor and subcontractor shall abide by the requirements of 41 CFR§§ 60-1.4(a),60-300.5(a)
and 60-741.5(a).These regulations prohibit discrimination against qualified individuals based on their
Contract Quote
status as protected veterans or individuals with disabilities, and prohibit discrimination against all
individuals based on their race, color, religion, sex, sexual orientation, gender identity or national
origin. Moreover,these regulations require that covered prime contractors and subcontractors take
affirmative action to employ and advance in employment individuals without regard to race,color,
religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.
CustomerCare
YOUR • PROMPT, • ATTENTION
The following is a description of the inclusions of each CustomerCare PLUS contract plan Detailed
information can be found in the contract terms and conditions.
• Plan 1 includes one(1)on-site maintenance visit to be used at your discretion,twenty-four hour
telephone troubleshooting support,guaranteed priority response time when a service visit is
required, and 20%discounts on any additional travel,labor and parts.
• Plan 2 includes one(1)pre-scheduled on-site preventive maintenance visit, one(1)additional available
preventive maintenance visit,twenty-four hour telephone troubleshooting support,guaranteed
thirty-six hour response time(exclusive of weekends and holidays)when a service visit is required
and no additional charges on travel,labor and/or parts.
• Plan 3 includes one(1)pre-scheduled on-site preventive maintenance visit,one(1)available preventive
maintenance visit,twenty-four hour telephone troubleshooting support,guaranteed thirty-six hour
response time(exclusive of weekends and holidays)when a service visit is required,and no
additional charges on travel,labor and/or parts(shipping included). Additionally, instruments
requiring factory repair service will include no charge shipping and the availability of a rental
instrument at no charge, providing the instrument cannot be returned within thirty six hours
(exclusive of weekends and holidays).
• WWTP is a return only contract specifically for the SMART System 5 WWTP.The contract covers parts
and labor for the period specified if the instrument is returned freight prepaid to CEM Corporation,
3100 Smith Farm Rd, Matthews, NC 28104.Contact CEM prior to return to request an RMA.This
contract does not cover on-site visits by Field Representatives.
NIST Traceable Calibrations All CustomerCare PLUS plans include NIST traceable calibrations.
Seminars CustomerCare Plus®also provides the opportunity for a representative of
your company to attend free-of-charge(travel not included)one of the
service seminars offered quarterly. CEM service seminars are designed to
educate operators and in-plant technicians about operation,maintenance
and service of your CEM instrument.
Insurance CEM maintains insurance coverage in compliance with applicable State and
Federal Laws covering our employees and automatically provides a
Certificate of Insurance naming our company as Certificate Holder.
Preventive Maintenance Each preventive maintenance visit includes thorough cleaning of
Instrument(s),parts checked and replaced when necessary,adjustments
and NIST traceable calibrations and sufficient testing to ensure full
efficiency. All preventive maintenance and service is performed b
experienced,qualified CEM technicians trained on CEM microwave
products.
To activate the agreement of your choice, please sign and return the Plan selected with your company
purchase order to the CEM Service Department. For additional information and assistance, please
contact the CEM Service Department toll free at 1-800-726-3331.