HomeMy WebLinkAboutContract 56960 CSC No.56960
CONTRACTOR SERVICES AGREEMENT
PALL CORPORATION
SOLE SOURCE
This CONTRACTOR SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting
by and through its duly authorized Assistant City Manager, and PALL CORPORATION an entity
authorized to perform work in Texas, acting by and through its duly authorized. This Agreement shall be
effective as of the Effective Date established herein.
AGREEMENT DOCUMENTS:
The additional documents comprising this Contractor Services Agreement shall include the
following:
1. Attachment A-Standard Terms and Conditions Parts I and II
2. Attachment B-The City's Sole Source Scope Request;
3. Attachment C-Contractor's Response to City's Sole Source Request;
4. Attachment D-Insurance and Bonds;
5. Attachment E-Verification of Signature Authority Form;
6. Attachment F-Conflict Of Interest Disclosure Requirement;
7. Attachment G-Vendor's Contact Information.
Attachments A - D, are incorporated herein and made a part of this Agreement for all purposes. In the
event of any conflict between the terms and conditions of Attachments A-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
Contractor hereby agrees to provide aftermarket comprehensive services and training for the Aria
filtration system for the City of Fort Worth Water Department as per Attachments B and C which more
specifically describe the services to be provided hereunder.
2. TERM
This Agreement is effective as of the date subscribed below by the City's designated Assistant
City Manager("Effective Date") and shall expire one year after("Initial Term"). Upon the expiration of
the Initial Term, the Agreement shall renew automatically under the same terms and conditions for up to
two (2) one-year renewal periods. City may elect or Contractor may request a non-renewal by providing
the other party with notice of same at least 60 days before the expiration of the Initial Term or any
renewal period.
3. COMPENSATION
City shall pay Contractor in accordance with the provisions of this Agreement and Attachment B. The
annual contract amount under this Agreement,per term, shall be in the amount not to exceed Fifty-Two
Thousand Seven Hundred and Sixty Dollars($52,760.00). For any term that is less than a full year,the
Contract Amount shall be pro-rated based on the number of calendar months in the term and work
performed. The Contract Amount shall not change in any subsequent renewal period, except as provided
in the Sole Source. Contractor 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
SOLE SOURCE-Pall Corporation OFFICIAL RECORD
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Contractor Services Agreement CITY SECRETARY
FT. WORTH, TX
such services. City shall not be liable for any additional expenses of Contractor not specified by this
Agreement unless City first approves such expenses in writing.
4. TERMINATION/CANCELLATION
Termination: The purchase of goods or services under this order may be terminated in whole or in
part by Buyer, with cause, at any time upon the delivery to Contractor of a written "Notice of
Termination" specifying the extent to which the goods to be purchased or services 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.
In the event of such termination, the Contractor shall immediately stop all work hereunder and
shall immediately cause any and all of its suppliers and subcontractors to cease work. The Contractor
shall be paid a percentage of the agreement price reflecting the percentage of the work performed prior to
the notice of termination, plus reasonable charges the Contractor can demonstrate to the reasonable
satisfaction of the City, incurred as a result of the termination. In no event shall the total of all amounts
paid to the Contractor under this section exceed the price stated in the Agreement. The Contractor shall
not be reimbursed for any profit which may have been anticipated, but which have not been earned up to
the date of termination.
Cancellation: City shall have the sole right to cancel this contract prior to the commencement of
work should there be a change in the need for the product or services as determined by the Department
Head or his/her Assistant City Manager.
Non-Appropriation of Funds: In the event no funds or insufficient funds are appropriated and
budgeted in any fiscal period for payments due under this contract, then City will immediately notify
Contractor 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 City 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.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION
Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full
disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under
this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Contractor hereby agrees immediately to make full disclosure to City in writing.
Confidential Information. Contractor,for itself and its officers, agents and employees, agrees that
it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
Unauthorized Access. Contractor 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. Contractor shall notify City immediately if the security or integrity of any City Information has
been compromised or is believed to have been compromised, in which event, Contractor shall, in good
faith, use all commercially reasonable efforts to cooperate with City in identifying what information has
been accessed by unauthorized means and shall fully cooperate with City to protect such City Information
from further unauthorized disclosure.
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6. INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Contractor shall operate as an independent Contractor
as to all rights and privileges and work performed under this Agreement, and not as an agent,
representative or employee of City. Subject to and in accordance with the conditions and provisions of
this Agreement, Contractor shall have the exclusive right to control the details of its operations and
activities and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, consultants and subcontractors. Contractor acknowledges that the doctrine of respondeat
superior shall not apply as between City, its officers, agents, servants and employees, and Contractor, its
officers, agents, employees, servants, Contractors and subcontractors. Contractor further agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between City and
Contractor. It is further understood that City shall in no way be considered a co-employer or a joint
employer of Contractor or any officers, agents, servants, employees or subcontractor of Contractor.
Neither Contractor, nor any officers, agents, servants, employees or subcontractor of Contractor shall be
entitled to any employment benefits from City. Contractor shall be responsible and liable for any and all
payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or
subcontractor.
7. LIABILITY AND INDEMNIFICATION
LIABILITY- CONTRACTOR 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 CONTRACTOR, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS
AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE
OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND
ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO
ANY AND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE
OF CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8. ASSIGNMENT
Contractor shall not assign any of its duties, obligations or rights under this Agreement without
the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a
written agreement with City and Contractor under which the assignee agrees to be bound by the duties
and obligations of Contractor under this Agreement. Contractor and assignee shall be jointly liable for all
obligations of Contractor under this Agreement prior to the effective date of the assignment.
9. INSURANCE AND BONDING
Contractor shall provide City with certificate(s) of insurance documenting policies of the types
and minimum coverage limits and performance and/or payment bonds (if required) each to be in effect
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Contractor Services Agreement
prior to commencement of any work pursuant to this Agreement as provided for in Attachments D or D-I
(if applicable).
10. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS
Contractor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances,rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations as set forth in Attachment A, Part II, Section 14. If City notifies
Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately
desist from and correct the violation.
II. NON-DISCRIMINATION COVENANT
Contractor, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Contractor'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, including Chapter 17, Article III, Division 3 of the Fort
Worth Code. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-
DISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES,
ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST, CONTRACTOR AGREES
TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD
CITY HARMLESS FROM SUCH CLAIM.
12. 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 electronic means 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 CONTRACTOR:
City of Fort Worth Pall Corporation
Attn: Shatabya Bergland, Contract Compliance 839 NYS Route 13
Specialist Cortland,NY 13045
200 Texas Street Phone: Type text here
Fort Worth,TX 76102-6314 Facsimile: 607a58-4526
Email: Shatabya.Berglandgfortworthtexas.gov Email: Pall_Technology_csc@pall.com
Phone: 817-392-4940
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
13. SOLICITATION OF EMPLOYEES
Neither City nor Contractor shall, during the term of this Agreement and additionally for a period
of one year after its termination, solicit for employment or employ, whether as employee or independent
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Contractor, any person who is or has been employed by the other during the term of this Agreement,
without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision
shall not apply to an employee of either party who independently responds to a general solicitation of
advertisement of employment by either party.
14. GOVERNMENTAL POWERS
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
15. NO WAIVER
The failure of City or Contractor 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 City's or Contractor'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 laws of the State of Texas. If any
action,whether real or asserted,at law or in equity,is brought pursuant to this Agreement,venue for such
action 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
City and Contractor 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, including, but not
limited to,acts of the public enemy,fires, strikes,lockouts,natural disasters,wars,riots,material or labor
restrictions by any governmental authority and/or any other similar causes.
19. AMENDMENTS/MODIFICATIONS/EXTENSIONS
No amendment,modification,or extension of this Agreement shall be binding upon a parry hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
20. ENTIRETY OF AGREEMENT
This Agreement, including its attachments and exhibits, contains the entire understanding and
agreement between City and Contractor, their respective assigns and successors-in-interest, as to the
matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared null
and void to the extent in conflict with any provision of this Agreement.
21. WARRANTY
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Contractor Services Agreement
Contractor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. Contractor warrants that it will perform all services under this contract in a
safe, efficient and lawful manner using industry accepted practices, and in full compliance with all
applicable state and federal laws governing its activities and is under no restraint or order which would
prohibit performance of services under this contract. This warranty, as to services, shall expire 30 days
from the date of the particular site visit. Additional specific warranty provision are found in Attachment
A, Part I, Sections 9-13. All warranty provisions shall survive the expiration of this Agreement. THE
FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES (WHETHER WRITTEN, ORAL, IMPLIED, OR OTHERWISE), AND ALL
OTHER WARRANTIES,INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY
EXPRESSLY DISCLAIMED. If Contractor provides parts in connection with the service,
Contractor warrants that the parts are free of defects in material and workmanship; this warranty
shall expire ninety (90) days from the date City accepts such part and service. If service (and/or
parts provided in connection therewith) does not meet the above-stated warranties, City shall
promptly within the applicable above-stated warranty period notify Contractor in writing.
Contractor shall as its sole responsibility under warranty (i) re-perform the non-conforming
portion of the service and (if applicable) repair or (at City's option) replace the nonconforming
part, or(ii)provide a refund or credit allocable to the nonconforming portion of the service/part.
Contractor also offers different warranties on specific models in its portfolio, not to be
less than 18 months from shipment and 12 months after start up. Some models carry specific
component warranties for longer durations- from 2yrs-10yrs. For purchases of equipment,
warranty shall be defined in Contractor's quotation.
City shall give written notice of a breach of any warranty within thirty (30) days from the date
that the cause for same is discovered.
22. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Contractor, unless a sole proprietor, acknowledges that in accordance with Chapter 2270 of the
Texas Government Code, if Contractor has 10 or more full time-employees and the contract value is
$100,000 or more, 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 if Chapter 2270, Texas Government Code applies, Contractor: (1) does
not boycott Israel; and(2)will not boycott Israel during the term of the contract.
23. LICENSES AND PERMITS
Contractor certifies that on the day work is to commence under this contract, and during the
duration of the contract, it shall have and maintain current valid and appropriate federal and state licenses
and permits necessary for the provision of services under this contract.
Contractor also certifies that if it uses any subcontractor in the performance of this agreement,
that such subcontractor shall have and maintain current valid and appropriate federal and state licenses
and permits necessary for the provision of services under this contract.
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24. CONSEQUENTIAL DAMAGES
UNDER NO CIRCUMSTANCES SHALL CONTRACTOR BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES INCLUDING BUT
NOT LIMITED TO LOSS OF PROFITS OR REVENUE.
25. LIMITATION OF LIABILITY
EXCEPT FOR CONTRACTOR'S THIRD PARTY INDEMNITY OBLIGATIONS UNDER
SECTION 7 WHICH ARE NOT CAPPED, THE TOTAL LIABILITY, IN THE
AGGREGATE, OF CONTRACTOR ARISING FROM OR RELATED TO THIS
AGREEMENT (INCLUDING BUT NOT LIMITED TO PERFORMANCE OR BREACH
THEREOF) AND/OR THE SERVICE SHALL BE LIMITED TO AMOUNTS RECEIVED
BY CONTRACTOR UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
26. HEADINGS NOT CONTROLLING
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed
apart of this Agreement, and are not intended to define or limit the scope of any provision of
this Agreement.
27. REVIEW OF COUNSEL
The parties acknowledge that each party and its counsel have had an opportunity to review and
revise 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 its
attachments.
28. COUNTERPARTS
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
29. 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. This Agreement and any
amendment hereto,may be executed by any authorized representative of Contractor whose name,title and
signature is affixed on the Verification of Signature Authority Form, which is attached hereto as
Attachment E. Each party is fully entitled to rely on these warranties and representations in entering into
this Agreement or any amendment hereto.
ACCORDINGLY, the parties hereto have duly executed this Agreement and established the
Effective Date as being the date subscribed by the City's designated Assistant City Manager.
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Contractor Services Agreement
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
By; Dana Burghdoff(Jan 11,20 08:45 CST6 responsible for the monitoring and
Name: Dana Burghdoff administration of this contract, including
Title: Assistant City Manager ensuring all performance and reporting
Date:
requirements.
APPROVAL RECOMMENDED: By. � r '.ykd
Name: Shatabya Bergland
Ch�isfiophe�l�a�de� Title: Contract Compliance Specialist
By: Christopher Harder(Jan 10,202208:12 CST)
Name: Chris Harder
Title: Water Department Director APPROVED AS TO FORM AND LEGALITY:
ATTEST: By: Mack(Jan 10,202217:19 CST)
'ems Name: Douglas W Black
By; Jannette S.Goodall(Jan 11,202215:21 CST)
Title: Sr.Assistant City Attorney
Name: Jannette Goodall
Title: City Secretary CONTRACT AUTHORIZATION:
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CONTRACTOR: d�a��EXpSb�p
Pall Corporation ATTEST
By: By:
Name: Lou Mattera Name: Alexander Braman
Title: Aftermarket Sales Manager Title: Inside Sales Representative
Date: 11/3/2021
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
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ATTACHMENT A
PART-I
SPECIFIC TERMS AND CONDITIONS
1.0 CHANGE IN COMPANY NAME OR OWNERSHIP
The Contractor shall notify the City's Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The president
of the company or authorized official must sign the letter. A letter indicating changes in a
company name or ownership must be accompanied with supporting legal documentation such as
an updated W-9, documents filed with the state indicating such change, copy of the board of
director's resolution approving the action, or an executed merger or acquisition agreement.
Failure to do so may adversely impact future invoice payments.
2.0 INVOICING REQUIREMENTS
2.1 All invoices should be submitted directly to the contracting Department. It is the
responsibility of the Contractor to obtain the name and contact information of the Department's
project manager to whom invoices shall be submitted.
2.2 A properly prepared invoice shall be typewritten or computer printed and shall include
the Contractor's name, phone number/email address, federal tax identification number, Sole
Source number or invoice number, address, date, service or item description,unit price, extended
cost, and City issued purchase order number. Incomplete or inaccurate invoices may result in
delayed payments,as they shall be returned to the Contractor for correction and re-submittal.
2.3 Under no circumstances will the City be responsible for goods or services provided
without an Agreement signed by an authorized city representative.
3.0 UNIT PRICE ADJUSTMENT
3.1 The unit prices may be adjusted for increases or decreases in Contractor's cost during a
renewal period but not before the effective date of a renewal and only upon written request from
the Contractor.
3.2 The Contractor must submit its price adjustment request, in writing, at least 60 days
before a renewal effective period. The Contractor shall provide written proof of cost increases
with price adjustment request.
3.3 If the City does not accept the proposed rate increase,the City reserves the right to adjust
the rate request, or reject the rate request in its entirety and allow the contract to expire at the end
of the contract term.
3.4 Prices adjusted with a renewal, shall remain firm for each correlative term of the
Agreement.
3.5 Upon expiration of the Agreement term, Contractor shall remain obligated to the City
under all clauses of this Agreement that expressly or by their nature extends beyond and survives
the expiration or termination of this Agreement.
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3.6 Goods and/or services shall not be suspended by the Contractor without a 30 day prior
written notice to the City.
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4.0 QUANTITIES
The quantities listed on the Part I-A Bid Solicitation Form are estimates and do not indicate intent
to purchase a certain amount or any amount. The City of Fort Worth is obligated to pay for only
those materials and services actually ordered by an authorized City employee and then received
as required and accepted by the City.
5.0 INSURANCE AND BONDING REQUIREMENTS
Insurance requirements are found in the Agreement,Attachment D.
A valid certificate of insurance shall be provided with the signed Agreement. Failure to provide
such information within five (5) calendar days thereof may be grounds for termination of the
Agreement.
Policies shall have no exclusions by endorsements which nullify the required lines of coverage,
nor decrease the limits of said coverage unless such 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
Contractor to obtain such coverage, the contract price shall be adjusted by the cost of the
premium for such additional coverage plus 10%.
When Payment and/or Performance Bonds are required as per Texas Government Code Chapter
2253, et seq., as amended, the Contractor must provide the bonds in the amounts and on the
conditions required,within 14 calendar days after notification of award, or as otherwise required.
If said bonds are required,the forms will be attached to the Agreement as Attachment D-1.
6.0 COMPLAINTS
Complaints processed through the City Purchasing Division are to be corrected within fourteen
(14) days of formal notice of complaint. Written response to the Purchasing Division is required.
Failure to properly resolve complaints within the fourteen (14) calendar day time period may
result in the cancellation of the applicable line item(s)in the price agreement.
7.0 SUBCONTRACTING
Subcontracting of the work under this Agreement will be allowed provided Contractor notifies the
Project Manager at least 24 hours in advance. If Contractor intends to engage a subcontractor(s)to
perform any of its obligations herein, subcontractor(s) shall agree to be bound by the duties and
obligations of Contractor under the Contract as such duties and obligations may apply. Contractor
shall, upon request, provide City with a fully executed copy of any agreement making such
subcontract.
8.0 DELIVERY
8.1 Delivery shall be F.O.B. Destination and all other delivery charges shall be included in
the unit price. The person placing the order will provide delivery and billing information. No
additional charges for expenses, freight, mileage, time, or similar items will be accepted or paid
by the City.
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8.2 There may be instances when the Contractor may be asked to accelerate delivery of an
order or services due to extenuating or emergency circumstances. When this occurs, the
Contractor will be expected to provide this service at no additional cost, however, the City shall
be responsible for the additional expedited freight charges.
8.3 In the event the Contractor is unable to meet the original delivery date(s), the City must
be contacted immediately, but prior to the due date, and seek an extension of delivery time.
Failure to comply with the delivery terms may be grounds for canceling order(s) or services, or
the entire Agreement.
8.4 Delivery tickets must include the City's Blanket Order Number and the ordering
department's Release Number.
8.5 Delivered items that are determined to be defective or not meeting bid specifications shall
be picked up and replaced by the Contractor, or the Contractor's designee, at no cost to the City.
If the item (s) are not picked up within one (1) week after notification, the item shall become a
donation to the City for disposition.
8.6 Material Safety Data Sheets(if applicable)
8.6.1 A Material Safety Data Sheet (MSDS) for each toxic or hazardous substance or
mixture containing such substance, pursuant to Revised Statutes Annotated (RSA)
Chapter 277-A (277-A), shall accompany each delivery. Delivery of toxic or hazardous
substance or mixtures containing such substance without MSDS sheets shall not be
accepted. Delivered containers shall be properly labeled pursuant to RSA 277-A.
8.6.2 Failure to submit the required MSDS sheets and/or label each container in
accordance with RSA 277-A, shall place the Contractor in non-compliance and shall
result in civil or criminal penalties. The Contractor furnishing substances or mixtures
subject to RSA 277-A, is responsible for adhering to and being in compliance with this
law. Failure to comply with RSA 277-A, shall result in the cancellation of an order.
9.0 WARRANTIES
9.1 The Contractor shall provide a warranty to include at a minimum, but not limited to the
following:
9.1.1 Intentionally Deleted.
9.1.2 Contractor agrees to repair or replace promptly, on a one-for-one basis any and
all defective work and products.
9.1.3 This warranty shall continue for a period of 90 days from date of acceptance of
products and work by the City.
9.1.4 The Contractor shall as its sole responsibility under warranty remedy at the
Contractor's expense any non-conforming or defective products or work.
9.1.5 Intentionally Deleted.
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9.1.6 Intentionally Deleted.
9.1.7 If the Contractor fails to remedy any failure, defect, or damage within a
reasonable time after receipt of notice, the City of Fort Worth shall have the right to
replace, repair, or otherwise remedy the failure, defect, or damage at the Contractor's
expense, which shall be limited to reasonable, direct and out-of-pocket costs incurred by
the City of Fort Worth.
9.1.8 This warranty shall not include failures attributable to accident, fire, or
negligence on the part of City personnel.
9.2 With respect to all warranties, from manufacturers, or suppliers for work performed and
materials furnished under this contract,the Contractor shall:
9.2.1 Obtain all warranties that would be obtained in normal commercial practice;
9.2.2 Enforce all warranties for the benefit of the City of Fort Worth.
THESE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES, OR CONDITIONS, WRITTEN OR ORAL, EXPRESSED OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES, OR
CONDITIONS, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE,ALL OF WHICH ARE DISCLAIMED.
10.0 PRICE COMPETITIVENESS
10.1 The price to be paid by City shall be that contained in Contractor's proposals In the
event City determines that the price is not competitive, City may request that the
prices of the items be reduced to maintain competitiveness, or in the alternative
upon City's option, City shall have the right to cancel this contract for convenience and without
any liability to Contractor for breach or for Contractor's actual expense. Such remedies are in
addition to and not in lieu of any other remedies which Contractor may have in law or equity.
10.2 Contractor 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 Contractor for the purpose of securing business. For breach or violation of
this warranty, City 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.
11.0 PRODUCT WARRANTY
Contractor shall not limit or exclude any express or implied warranties and any attempt to do so
shall render this contract voidable at the option of Contractor. Contractor warrants that the goods
furnished will conform to City's specifications, drawings and descriptions listed in the proposal
invitation, and the sample(s) furnished by Contractor, if any. In the event of a conflict
between City's specifications,drawings, and descriptions,City's specifications shall govern.
12.0 SAFETY WARRANTY
SOLE SOURCE—Pall Corporation
Page 13 of 26
Contractor Services Agreement
Contractor warrants that the product sold or services provided to City 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 or services do not conform to
OSHA standards, City may return the product for correction or replacement at Contractor's
expense or City may terminate the contract. In the event Contractor fails to make appropriate
correction within a reasonable time, any correction made by City will be at Contractor's expense.
Where no correction is or can be made, Contractor shall refund all monies received for such
goods or services within thirty (30) days after request is made by City in writing and
received by Contractor. Notice is considered to have been received upon hand delivery, or
otherwise in accordance with the Notice provisions of this contract. Failure to make such refund
shall constitute breach and cause this contract to terminate immediately.
13.0 WARRANTY AGAINST INFRINGEMENT OF INTEII,ECTITAI,PROPERTY
13.1 If applicable to the services being provided, the CONTRACTOR 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 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.
13.2 If applicable to the services being provided, CONTRACTOR 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 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.
13.3 If applicable to the services being provided, CONTRACTOR 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 patent, copyright,
trademark, 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 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). So long as CONTRACTOR bears the cost
and expense of payment for claims or actions against the City pursuant to this section 8,
CONTRACTOR 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 CONTRACTOR 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, CONTRACTOR shall fully participate and cooperate with the City in
defense of such claim or action. City agrees to give CONTRACTOR 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 CONTRACTOR's duty to indemnify the City under this Agreement. If the
SOLE SOURCE—Pall Corporation
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Contractor Services Agreement
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, CONTRACTOR 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) 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 CONTRACTOR, terminate this Agreement, and refund all
amounts paid to CONTRACTOR by the City, subsequent to which termination City may
seek any and all remedies available to City under law.
14.0 SAFETY
The Contractor shall be responsible for creating and maintaining its own safety plan meeting all
federal, state,county or city laws,ordinances and regulations.
15.0 HAZARDOUS CONDITIONS
The Contractor is required to notify the City immediately of Contractor's discovery of any
hazardous conditions during performance of the services. City may suspend contractor's work for
such reasonable time as is necessary to evaluate the possible hazardous conditions and to develop
a plan for managing same. Contractor and City may negotiate a change order, if necessary, for
Contractor to continue its work if the original conditions have materially changed due to the
discovery of hazardous conditions.
SOLE SOURCE—Pall Corporation
Page 15 of 26
Contractor Services Agreement
PART-H
GENERAL TERMS AND CONDITIONS
1.0 DEFINITION OF CITY
The City of Fort Worth, its officers, agents, servants, authorized employees, contractors and
subcontractors who act on behalf of various City departments,bodies or agencies.
2.0 DEFINITION OF CONTRACTOR
The consultant, service provider(s), supplier, or other provider of goods and/or services, its
officers, agents, servants, employees, contractors and subcontractors who act on behalf of the
entity which is engaged in a contract with the City.
3.0 PUBLIC INFORMATION
Any information submitted to the City of Fort Worth may be requested by a member of the
public under the Texas Public Information Act. If the City receives a request for a Contractor's
proprietary information, the Contractor 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 Contractor believes that its information may not lawfully be released. If Contractor
does not make arguments or the AG rejects the arguments Contractor makes, Contractor's
information will be released without penalty to the City.
4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of City shall have a financial interest, direct or indirect, in any contract
with City or be financially interested, directly or indirectly, in the sale to City of any land,
materials, supplies or services, except on behalf of City 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)
5.0 ORDERS
5.1 No employees of the City or its officers, agents, servants, contractors or
subcontractors 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 City. 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 City's Purchasing Division will
place such orders.
5.2 Acceptance of an order and delivery on the part of the Contractor without an approved
contract number, purchase order number, or release number issued by the City may result in
rejection of delivery,return of goods at the Contractor's cost and/or non-payment.
6.0 CONTRACTOR TO PACKAGE GOODS
If applicable to the scope of work, Contractor will package goods in accordance with good
commercial practice. Each shipping container, shall be clearly and permanently marked as
follows: (a)Contractor'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. Contractor shall bear the
SOLE SOURCE—Pall Corporation
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Contractor Services Agreement
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. City's count or weight shall be final and conclusive on shipments not
accompanied by packing lists.
7.0 SHIPMENT UNDER RESERVATION PROHIBITED
Contractor is not authorized to ship the goods under reservation, and no tender of a bill of lading
will operate as a tender of goods.
8.0 TITLE AND RISK OF LOSS
If applicable to the scope of work,the title and risk of loss of the goods shall not pass to City
until City actually receives and takes possession of the goods at the point or points of delivery
after inspection and acceptance of the goods.
9.0 PLACE OF DELIVERY
If applicable to the scope of work, the place of delivery shall be set forth in the "Ship to"
block of the purchase order, purchase change order,or release order.
10.0 RIGHT OF INSPECTION
If applicable to the scope of work, City shall have the right to inspect the goods upon delivery
before accepting them. Contractor shall be responsible for all charges for the return to
Contractor of any goods rejected as being nonconforming under the specifications.
11.0 SOFTWARE LICENSE TO CONTRACTOR
If this purchase is for the license of software products and/or services, and unless
otherwise agreed, Contractor hereby grants to City, a perpetual, irrevocable, non-exclusive,
nontransferable, royalty free license to use the software. This software is "proprietary" to
Contractor, and is licensed and provided to the City 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 Contractor; however City may make copies of the software
expressly for backup purposes.
12.0 OWNERSHIP OF WORK PRODUCT
If applicable to the scope of work, Contractor agrees that City shall be the sole and exclusive
owner of all reports, work papers, procedures, guides, and documentation, created, published,
displayed, and/or produced in conjunction with the services provided under this Agreement
(collectively,"Work Product"). However, Contractor shall be the sole and exclusive owner of all
copyright,patent,trademark,trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception,
creation or fixation of the Work Product in a tangible medium of expression (whichever occurs
first). Contractor hereby grants to the City, a royalty free, perpetual, world-wide, non-
exclusive, non-assignable, non-sublicensable license to use the said intellectual property
solely for the purpose of installing,operating and maintaining the goods and equipment.
Notwithstanding the foregoing, Contractor is not transferring any intellectual property rights or
patent rights, for the goods or services delivered. Contractor grants to the City a non-exclusive,
non-transferable, royalty free license to the use of the intellectual property to the extent necessary
and solely for the Buyer's use of the goods.
SOLE SOURCE—Pall Corporation
Page 17 of 26
Contractor Services Agreement
13.0 NETWORK ACCESS
The City owns and operates a computing environment and network(collectively the "Network").
If Contractor requires access, whether onsite or remote, to the City's network to provide services
hereunder, and the Contractor is required to utilize the Internet, Intranet, email, City database, or
other network application, Contractor 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.
14.0 LAWS,REGULATIONS,AND ORDINANCES
The Contractor shall be responsible for meeting all Federal: laws, ordinances and regulations;
State: laws, ordinance and regulations; County: laws, ordinances and regulations; and City: laws,
ordinances, and regulations for safety of people, environment, and property. This includes, but is
not limited to, all Federal, State, County, and City Agencies, Administrations and Commissions
such as the Environmental Protection Agency (EPA), Occupational Safety and Health
Administration (OSHA), and the Texas Commission on Environmental Quality (TCEQ). In the
event any law, regulation or ordinance becomes effective after the start of this Agreement, the
Contractor is required to comply with new policy. Any mandates requiring the City to comply
with new guidelines will also require the Contractor to comply.
15.0 IMMIGRATION NATIONALITY ACT
Contractor shall verify the identity and employment eligibility of its employees who perform
work under this Agreement, including completing the Employment Eligibility Verification Form
(I-9). Upon request by City, Contractor shall provide City with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under this
Agreement. Contractor 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 Contractor employee who is
not legally eligible to perform such services. CONTRACTOR SHALL INDEMNIFY CITY
AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES
DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S
EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Contractor, shall have the right to immediately terminate this Agreement for violations
of this provision by Contractor.
16.0 HEALTH.SAFETY.AND ENVIRONMENTAL REQUIREMENTS
Services, products, materials, and supplies provided by the Contractor must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In addition,
Contractor 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.
Contractor shall indemnify City from any penalties or liabilities due to violations of this
provision. City shall have the right to immediately terminate this Agreement for violations of
this provision by Contractor.
17.0 RIGHT TO AUDIT
Contractor agrees that the City, or City's authorized representative, shall, until the expiration
of three (3) years after final payment under this contract, and at no additional cost to City,
have access to and the right to examine and copy any directly pertinent books, computer disks,
digital files, documents, papers and records of the Contractor involving transactions relating to
this contract. Contractor agrees that the City shall have access, during normal working hours,
SOLE SOURCE—Pall Corporation
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Contractor Services Agreement
to all necessary Contractor facilities, and shall be provided adequate and appropriate
workspace, in order to conduct audits in compliance with the provisions of this section. City
shall pay Contractor for reasonable costs of any copying in accordance with the standards set
forth in the Texas Administrative Code. The City shall give Contractor reasonable advance
written notice of intended audits, but no less than ten (10)business days.
18.0 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA),
Contractor warrants that it and any and all of its subcontractors will not unlawfully 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
Contractor or any of its subcontractors. Contractor 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 City harmless against any claims or allegations asserted by third
parties or subcontractors against City arising out of Contractor's and/or its subcontractor's
alleged failure to comply with the above-referenced laws concerning disability discrimination in
the performance of this agreement.
19.0 TIME TO CURE/DISPUTE RESOLUTION
19.1 If either City or Contractor 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 provide a reasonable time to cure and then 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 cure, 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 cure or 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.
19.2 A written notice to cure may be prepared giving the Contractor 14 calendar days to cure
any deficiency.
19.3 In the event the Contractor continues with unsatisfactory performance, the department
will promptly notify the appropriate Department Head who may terminate the Contractor for
default.
19.4 The Contractor will be paid only those sums due and owing under the agreement for
services satisfactorily rendered,subject to offset for damages and other amounts which are,or which
may become,due and owing to the City.
SOLE SOURCE—Pall Corporation
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Contractor Services Agreement
ATTACHMENT B
CITY'S SOLE SOURCE SCOPE REQUEST
(Inserted behind this page)
SOLE SOURCE—Pall Corporation
Page 20 of 26
Contractor Services Agreement
FORT WORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorney for review. The attorney will review the information you have
provided to determine whether an exemption to Chapter 252's biding requirements is defensible.
If you are printing this form to provide to Legal,please do not provide the Primer portion. Failure
to provide sufficient information may result in follow up questions and cause a delay in the
attorney's determination.
Section l: General Information
Requesting Department: Water-Plant Operations
Name of Contract Manager: Shatabya Ber_lg and
Department's Attorney: Doug Black
Item or Service sought:
Goods: f❑
Service: f❑
Anticipated Amount: $158,280 ($52,760 annually)
Vendor: Pall Corporation
Current/Prior Agreement for item/service: Yes ® No ❑
CSC or Purchase Order#: CSC 50254
Amount: $136,140 ($45,380 annually)
Projected M&C Date: N/A
How will this item or service be used? Industrial filtering and purification of water
s stems .
SOLE SOURCE-PALL CORPORATION Page 21 of 49
Contractor Service Agreement
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE- For a claimed sole-source exemption, complete Section 3.
Please indicate the non-sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions:
n A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth's residents;
n A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
n A procurement for personal,professional, or planning services;
n A procurement for work that is performed and paid for by the day as the work
progresses;
n A purchase of land or a right-of-way;
n Paving drainage, street widening, and other public improvements, or related matters, if
at least one-third of the cost is to be paid by or through special assessments levied on
property that will benefit from the improvements;
n A public improvement project, already in progress, authorized by the voters of the
municipality, for which there is a deficiency of funds for completing the project in
accordance with the plans and purposes authorized by the voters;
n A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
n Personal property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17, Business & Commerce Code;
• by a political subdivision of this state, a state agency of this state, or an
entity of the federal government; or
• under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
n Services performed by blind or severely disabled persons;
n Goods purchased by a municipality for subsequent retail sale by the municipality;
n Electricity; or
SOLE SOURCE-PALL CORPORATION Page 22 of 49
Contractor Service Agreement
❑Advertising, other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form.[INSERT DETAILED
EXPLANATION AS TO HOW/WHY CLAIMED EXCEPTION APPLIES TO THIS
PURCHASE]
Section 3: Claimed Sole-Source Exemption and Justification
NOTE - For any non-sole-source exemption, complete Section 2.
Please indicate the sole-source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer for detailed
information about common exemptions
F1 *A procurement of items that are available from only one source, including:
• items that are available from only one source because of patents,copyrights,
secret processes, or natural monopolies;
• films,manuscripts, or books;
• gas, water, and other utility services;
• captive replacement parts or components for equipment;
• books, papers, and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials; and
• management services provided by a nonprofit organization to a municipal
museum,park, zoo, or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the item or service is only available from one source?
Prior Agreement/Contract with Vendor for the same service and goods. They are the only ones
who can train/work on their equipment and provide the replacement parts.
Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
See justification letter attached
Did you attach a sole source justification letter? ® Yes ❑ No
SOLE SOURCE-PALL CORPORATION Page 23 of 49
Contractor Service Agreement
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). Water
purification system used to filter water for use.
Section 4: Attorney Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? F�i Yes n No.
Was there anything attached to this form that was relied on in malting this determination?
W Yes n No.
If yes,please explain:[DESCRIBE ATTACHMENTS CONSIDERED]
Sole source letter from vendor.
Was there anything not included on this form or attached hereto that was relied on in making this
determination? n Yes V No.
If yes, please explain:[EXPLAIN OUTSIDE SOURCE OF INFORMATION]
Will the standard terms and conditions apply? n Yes n No.
Will the contract require special terms? n Yes M No.
Will the contract require review by the department attorney? 2 Yes n No.
Approved By:
-'�" 2
�" Date: [INSERT DATE]
T for Paris /Jessika Williams 8.4.21
Assistant City Attorney
SOLE SOURCE-PALL CORPORATION Page 24 of 49
Contractor Service Agreement
EXEMPTION FORM PRIMER
Below are explanations and examples of common exemptions that could apply to City purchases.
If you have questions about the information provided or need additional information, please
contact your department's assigned attorney or the appropriate purchasing attorney.
I. A procurement necessary to preserve or protect the public health or safety of the
municipality's residents;
Examples of activities that have been found to fall within this exception include ambulance
services; solid waste collection and disposal; and first-responder safety equipment such as
breathing apparatus for firefighters and bullet-proof vests for police officers.
2. A procurement necessary because of unforeseen damage to public machinery, equipment,
or other property;
Examples of this type of procurement would include repairing or replacing roofs and
windows damaged by hail or a tornado. But parts and services for routine maintenance or
replacement of old, worn out roofs or windows would not meet this exception.
3. A procurement for personal,professional, or planning services;
Personal services are ones that are unique to the individual providing them. Therefore
personal services contract cannot generally be subcontracted or assigned.
Professional services are not defined under Chapter 252, so there is no precise definition
to follow. There is no universal definition of this term, however, "several cases suggest
that it... is `predominately mental or intellectual, rather than physical or manual."' Tex.
Atty Gen Op. JM-940 (1988) (quoting Maryland Casualty Co. v. Cray Water Co., 160
S.W. 2d 102 (Tex. Civ. App.—Eastland 1942, no writ). The Texas Attorney General has
also opined that "professional services" no longer includes only the services of lawyers,
physicians, or theologians, but also those members of disciplines requiring special
knowledge or attainment and a high order of learning, skill, and intelligence. Id.
Facts needed to support a professional service exemption include the specialized
requirements of that profession and the mental and intellectual skill required by the person
while performing the service. Purchases of goods are not professional services.
4. A procurement of items that are available from only one source.
This exemption is commonly referred to as the sole source exemption. In determining
whether a purchase is of a good or service that is available from one source, you should
not consider price or time to receive the good or service.A sole source does not exist solely
on the basis of personal or departmental preference or a desire to keep all units the same
brand or make. The information needed to support this exemption is that no other provider
SOLE SOURCE-PALL CORPORATION Page 25 of 49
Contractor Service Agreement
can provide the service or category of good except for the vendor you are proposing. Some
examples of sole source purchases include service agreements when only one vendor is
authorized to work on the equipment by the manufacturer and allowing another vendor
would void the warranty; purchase of a good that is copyrighted or trademarked and only
provided by one vendor.
SOLE SOURCE-PALL CORPORATION Page 26 of 49
Contractor Service Agreement
<EDPall Water
Pall Water
839 NYS Rte. 13 • PO Box 5630
Cortland, NY 13045 USA
866-475-0115 phone• 607.758.4526 fax
www.i)allwater.com
August 3 , 2021
Shatabya Bergland
Contract Compliance Specialist
City of Fort Worth
RE: Sole Source Provider
Pall Water is the sole source provider of specific equipment, ancillary components, and
programming incorporated into your Microfiltration System. The sole source products/services
include but are not limited to the following:
• UNA-620A Modules and associated fittings as it relates to installation of these filters.
• Aftermarket Service execution on the Pall MF Maintenance
Agreements including Inspection, CIP,24/7 Technical Phone Support
and associated hardware and training packages, i.e. "Field Service"
• Proprietary controls and associated hardware for the MMI and PLC interface computer.
• Programming changes for all operations.
The Pall Water proposal dated August 3, 2021 for the Aftermarket Comprehensive Service Plan has
components of field service that are proprietary in nature and protected under Pall Water
intellectual property.
Please feel free to contact me if you have any further questions.
Alexander Braman
Inside Sales Representative
Phone: 720-202-6536
E-mail: alexander—braman@pall.com
SOLE SOURCE-PALL CORPORATION ConfidentiaPalFbWpgrg Proprietary
Contractor Service Agreement
ATTACHMENT C
CONTRACTOR'S RESPONSE TO CITY'S SOLE
SOURCE SCOPE REQUEST
(Inserted behind this page)
SOLE SOURCE—Pall Corporation
Page 21 of 26
Contractor Services Agreement
(Eg) Water
Aftermarket Comprehensive Services Plan
City of Fort Worth
200 Texas Street Pall Water Proposal No.: OPP1560290
Fort Worth, TX 76102 Date: August 3, 2021
Aftermarket Comprehensive Services Plan
for
City of Fort Worth
Pall Water Aria Filtration System
Equipment Type Lge Water 5 Company Contact: Erik Irwin
Racks E-Mail: Erik.Irwin@fortworthtexas.gov
PALL SAP#: 4434 Phone: 817-392-8293
WBS No.: 01.00102
Start Up Date: Site Location: 200 Texas Street
Module Warranty Expires: 9/25/22 Fort Worth, TX 76102
Equipment Warranty Expired: 9/25/14
Table of contents
Page
1 Cover Page; Ordering Instructions and table of contents
2 Proposal Summary, Description of Services and pricing detail
3 Customer Authorization for Service Form; Site & Billing addresses
4 Definition of Contract Terms
6 Essential Service Event Details
8 Terms and Conditions
Ordering Instructions
Complete the "Customer Authorization for Service" form on page 3 and remit to:
Pall Water Customer Service
Email: Pall Technology csc0)r)all.com
OR
P.O. Box 5630, 839 State Route 13
Cortland, New York 13045-5630
Fax: 607-758-4526
Pall Water Systems ® 839 NYS Route 13 ® Cortland, NY 13045 ® CSC:#866-475-0115
SOLE SOURCE-PALL CORPORATION ConfidentiaPalFb rg Proprietary
Contractor Service Agreement
(Eg) Water
Aftermarket Comprehensive Services Plan
City of Fort Worth
200 Texas Street Pall Water Proposal No.: OPP1560290
Fort Worth, TX 76102 Date: August 3, 2021
PROPOSAL SUMMARY
Pall Water provides a post-warranty support service plan to ensure continued aftermarket operation of
your System. Over time, machinery ages and may malfunction. Components and technology also get
upgraded - or become obsolete - as new innovations develop and get implemented. Our Technical Team
is also commissioned to 24/7 on-call availability.
The frequency of the proposed service is Semi-Annual visits. If you require service frequency of Annual or
Quarterly, the contract can be revised to accommodate your service needs. If additional service support is
required beyond the contract frequency and scope, it can also be provided at the Pall standard service
rates above. Advance authorization is required for any time that exceeds the scope of service and the
amount of the issued PO. Additional T&E will apply.
Pricing Per Total Contract
DESCRIPTION OF SERVICE Visit/Event Value
SYSTEM INSPECTION SERVICE* (MM#38588)
Overall System Review
• Review system and process operation $6,160.00 $12,320.00
• Make system adjustments and improvements as time allows
CIP SERVICE* (MM#25678)
(performed in conjunction with the above-scheduled System
Inspection Service visit during the contracted Services Plan visit) $14,000.00 $14,000.00
• Evaluate CIP Process and Equipment Functionality
• 5days
REFRESHER TRAINING (MM #16115)
• Costed as a separate visit $11,760.00 $11,760.00
• 3 days onsite-2 travel days
On Demand Visits $8,960.00 $8,960.00
• Costed as a separate visit
• 2 days onsite plus 2 days of travel
• user defined activities
24/7 TECHNICAL PHONE SUPPORT SERVICE-(MM#38844)
• Priority response
• Engineers on full-time rotation, live support Fee per Year $5,720.00
• Avoids "Fee-per-Incident" phone charge
ANNUAL RATES $52,760.00
Travel and Expense included
"Note: Without an Aftermarket agreement, non-contracted customers will be subject to a Fee-per-
Incident for phone support service (credit card required at time of call).
Pall Water Systems ® 839 NYS Route 13 ® Cortland, NY 13045 ® CSC:#866-475-0115
SOLE SOURCE-PALL CORPORATION ConfidentiaPaIM rg Proprietary
Contractor Service Agreement
(Eg) Water
Aftermarket Comprehensive Services Plan
City of Fort Worth
200 Texas Street Pall Water Proposal No.: OPP1560290
Fort Worth, TX 76102 Date: August 3, 2021
Customer Authorization for Service Form
I am an authorized representative of the Customer, and I accept the Terms and Conditions of this Service
Agreement on behalf of the Customer. I authorize Pall Water Systems to perform the work defined in this
agreement, and accept the costs and charges defined in this agreement.
Company:
Print Name Title/Position
Signature Date
Purchase Order No. or Reference for Billing:
Circle Plan Term: 3-Year Term Annual
Requested Date(s)to Schedule Service Visit(s):
(unless deemed emergency service, please allow a 4-week window to accommodate scheduling by Pall
Water Systems.)
Remit this form& PO#to our Pall Water Customer Service email: pall technology csc(a)pall.com
Effective Date and Duration: This Agreement will be effective as of the date signed below, and will remain
in effect:
• for 12 consecutive months (or as indicated in the annual or multi-year contract)
• or until 30 days after receipt of written notice of termination by either party.
Customer Billing Address: Customer Shipping Address (Spare Parts):
Customer Comments:
Pall Water Systems ® 839 NYS Route 13 ® Cortland, NY 13045 ® CSC:#866-475-0115
SOLE SOURCE-PALL CORPORATION ConfidentiaPaMMpgrg Proprietary
Contractor Service Agreement
(Eg) Water
Aftermarket Comprehensive Services Plan
City of Fort Worth
200 Texas Street Pall Water Proposal No.: OPP1560290
Fort Worth, TX 76102 Date: August 3, 2021
Definition of Plan Terms
Pall- Pall Water or its assigned Representative
Customer - Company or Organization purchasing services as defined by this contract The Customer's
maintenance staff will be responsible for supplying tools, ladders, lifts, or other equipment required to
execute the maintenance function. Site personnel will be solely responsible for ensuring that all
maintenance procedures are performed in accordance with all applicable safety regulations.
FSE - The role of the Pall Water Field Service Engineer (FSE) is to complement the sites existing
technical / maintenance staff by providing expertise specific to Pall Water supplied technology. The Pall
Water FSE will direct site maintenance staff in the proper execution of maintenance procedures.
Description of the Plan Services
1. System Inspection Service
2. CIP (Clean in Place)
3. 24/7 Aftermarket Phone Support Service
4. Refresher Training
1. System Inspection Service
Upon arrival, the Pall Water FSE will meet with designated plant personnel to review the planned
scope of work for the Inspection, and obtain confirmation prior to proceeding. Should the Customers
expectations be outside of the scope of work, the inspection will not proceed until Pall Water and the
Customer agree to the Scope of Service. If necessary, Scope changes can be quoted and accepted
onsite, prior to performing the planned service.
The FSE will perform a comprehensive inspection of the Pall Water Aria Filtration System, which
includes all hardware and operating parameters to determine System functional status, and make
preventive maintenance recommendations. Should an issue be identified that can be resolved by the
FSE during this visit, a price for the immediate service can be provided, and the work completed with
your approval by means of a verbal change order to Pall Water Systems Customer Service. Advance
authorization is required for any time that exceeds the Scope of Service and the amount of the issued
PO.
Upon completion of the service, the FSE will meet with designated Plant personnel to review the
findings of the Inspection, and discuss any problems, corrective actions or recommendations.
2. CIP (Clean in Place)
Pall Water Systems require periodic cleaning and the cleaning frequency varies. CIP neglect will
cause long-term specific flux (permeability) deterioration, which can be difficult to restore. If not
performed on a regular basis, CIP protocols may become unfamiliar, ominous and critical. Special
CIP protocols can be quoted, for Systems that experience reduced permeability.
Pall Water Systems ® 839 NYS Route 13 ® Cortland, NY 13045 ® CSC:#866-475-0115
SOLE SOURCE-PALL CORPORATION ConfidentiaPaft"rid Proprietary
Contractor Service Agreement
(Eg) Water
Aftermarket Comprehensive Services Plan
City of Fort Worth
200 Texas Street Pall Water Proposal No.: OPP1560290
Fort Worth, TX 76102 Date: August 3, 2021
Also, Water Module Warranty is dependent on proper System operation and maintenance, including CIP.
Pall Water highly recommends at least quarterly CIP events, with an FSE present to evaluate one annual
CIP event to make sure that appropriate CIP protocol is being used, to identify and resolve any potential
issues, and to help keep the module warranty in good standing. CIP service can be either full service or
flux verification. Flux verification is a service to verify CIP process functionality only, whereas with full
service CIP, our engineer will perform the CIP process on the entire Pall Water system under contract.
3. 24/7 Aftermarket Phone Support Service
Pall Water Engineers provide live, around-the-clock technical support. They account for their Phone
Service time (consults, troubleshooting, parts recommendations, remote access, etc.), both, during
regular business hours, as well as after hours (on-call). Their services are allocated to each
customer's account at no charge.
For technical support, Warranty assistance, or Services & Spares orders, Customers can contact Pall
Water toll free at#866-475-0115.
If the problem cannot be resolved over the telephone, the Customer can request a Pall Water System
Service Representative to visit the site location. You will be quoted an Emergency Service Rate,
including last-minute travel expenses. Where possible, the FSE will use remote modem access to
troubleshoot and resolve problems.
Important Note: Non-contracted customers are charged at a Fee-per-Incident rate, applicable to
assigned engineering time.
4. Refresher Training
To support proper operation of your system, Pall recommends that you take advantage of a training
session with actual hands-on time to achieve a significant level of competence and confidence with
the equipment. Sessions should be repeated annually as refresher training, or when you have new
system operators.
Classroom instruction will ONLY be provided if it is specifically indicated as part of the proposal
summary. The content would include information on the Principles of Filtration, and Cross-flow
Technology, as well as general procedures will be presented in a combination of PowerPoint slides
and hands-on activities. A training binder would be provided for each participant.
Hands-on CIP training/refresher CIP refresher training is ONLY provided when Pall performs the CIP
service, and if it is specifically indicated as part of the proposal summary. The CIP service visit should
be scheduled preferably when reduced system flux suggests the modules could benefit from cleaning.
As Pall Systems require periodic cleaning; the cleaning frequency will vary. CIP neglect will cause
long-term flux deterioration, which can be difficult to restore. If not performed on a regular basis, CIP
Protocols may become unfamiliar, ominous and critical.
Essential Service Event Details
Materials: This proposal covers the scope of work described above. All additional materials purchased
by Pall Water for use on your System that have been verbally authorized by you to complete this work
will be invoiced as part of this contract.
Pall Water Systems ® 839 NYS Route 13 ® Cortland, NY 13045 ® CSC:#866-475-0115
SOLE SOURCE-PALL CORPORATION ConfidentiaPaIM rg Proprietary
Contractor Service Agreement
(Eg) Water
Aftermarket Comprehensive Services Plan
City of Fort Worth
200 Texas Street Pall Water Proposal No.: OPP1560290
Fort Worth, TX 76102 Date: August 3, 2021
Scheduling: When possible, Pall Water will make every effort to accommodate a Customer's schedule
for services, once they have been defined and communicated. Field Service requires a minimum 4-
week advance notification. Upon receipt of your purchase order, we can confirm the schedule, and
allocate the appropriate Pall Water Service resources.
Validity: This proposal is valid for 90 days.
Terms of Sale: Pall Water Standard Terms and Conditions of Sale of Services apply.
Terms of Service:
■ Regular minimum service charge is for a 10-hour day. Maximum workday is 12 hours,
including travel time.
■ Travel time and expenses are included in the Service.
Service Order acceptance and payment terms: Pall Water requires all accounts outstanding beyond
30 days to be paid in full prior to order acceptance. Your account status will be verified at the time of
order placement, and you will be notified if you have a balance due. To avoid order processing, goods
shipment, or service scheduling delays, please insure your account is up to date in advance of placing
your order. Charges per the proposal will be invoiced automatically, and become payable within 30
business days of receipt.
Changes: If additional service is required beyond the Plan frequency and scope, Pall Water will work
with you to make those changes. Advance authorization is required for any activity that exceeds the
scope of service and the amount of the issued PO.Additional T&E may apply.
Pall Water shall not implement any changes in the Scope of Services described in its proposal unless
Customer and Pall Water agree to the details of the change, and any resulting price, schedule or
other contractual modifications. This includes any changes necessitated by a change in applicable
law.
A Purchase Order or acceptable letter of authorization, including Travel & Expense per diem
reimbursements, and a signed copy of the attached Customer Authorization of Service Form is
required prior to Pall Water providing the services defined in this proposal.
Maintaining an Aftermarket Service Plan, or an Aftermarket Phone Support Service, provides the best
possible return on your Pall Water System investment. The Plan also provides pre-emptive measures
that help to identify potential anomalies or malfunctions which may create untimely disruptions, costly
down-times, or otherwise, could contribute to disaster response issues encountered by Municipal Plants
and a community's water system. Implementing the Service Plan ensures priority response and avoids
the Fee-per-Incident charges.
Sincerely,
Alexander Braman
Inside Sales Representative
Phone: 720-202-6536
E-mail: alexander_braman@pall.com
Pall Water Systems ® 839 NYS Route 13 ® Cortland, NY 13045 ® CSC:#866-475-0115
SOLE SOURCE-PALL CORPORATION ConfidentiaPaIM rg Proprietary
Contractor Service Agreement
(Eg) Water
Aftermarket Comprehensive Services Plan
City of Fort Worth
200 Texas Street Pall Water Proposal No.: OPP1560290
Fort Worth, TX 76102 Date: August 3, 2021
Standard Terms and Conditions of Sale
Non-Systems— The Americas
Pall Water
1. Applicability: Entire Agreement:
1.1. These terms and conditions of sale (these "Terms") are the only terms which govern the sale of
the goods identified on Buyer's purchase order (the "Goods") by Seller to Buyer. By placing a
purchase order, Buyer makes an offer to purchase the Goods pursuant to these Terms, including (a)
a list of the Goods to be purchased; (b)the quantity of each of the Goods ordered; (c)the requested
delivery date; (d) the unit Price for each of the Goods to be purchased; (e)the billing address; and
(f) the delivery location (the "Basic Purchase Order Terms"), and on no other terms.
1.2. The accompanying quotation, proposal, confirmation of sale, invoice, order acknowledgment or
similar document delivered by Seller to Buyer (the "Sales Confirmation"), the Basic Purchase
Order Terms and these Terms (collectively, this "Agreement") comprise the entire agreement
between the parties, and supersede all prior or contemporaneous understandings, agreements,
negotiations, representations and warranties, and communications, both written and oral. These
Terms prevail over any of Buyer's general terms and conditions of purchase regardless whether or
when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not
constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or
amend these Terms.
1.3. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in
existence covering the sale of the Goods covered hereby, the terms and conditions of said
contract shall prevail to the extent they are inconsistent with these Terms.
2. Non-delivery:
2.1 The quantity of any installment of Goods as recorded by Seller on dispatch from Seller's
Shipment Point (as defined in Section 4) is conclusive evidence of the quantity received by Buyer
on delivery unless Buyer can provide conclusive evidence proving the contrary.
2.2 Seller shall not be liable for any non-delivery of Goods (even if caused by Seller's negligence)
unless Buyer gives written notice to Seller of the non-delivery within 10 days of the date when the
Goods would in the ordinary course of events have been received.
2.3 Any liability of Seller for non-delivery of the Goods shall be limited to replacing the Goods within
a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity
delivered.
3. Delivery:
3.1 The Goods will be delivered within a reasonable time after the receipt of Buyer's purchase order,
subject to availability of finished Goods. The delivery and/or shipping schedule is the best estimate
possible based on conditions existing at the time of Seller's Sales Confirmation or Seller's quotation
and receipt of all specifications, as applicable, and in the case of non-standard items, any such date
is subject to Seller's receipt of complete information necessary for design and manufacture. Seller
Pall Water Systems ® 839 NYS Route 13 ® Cortland, NY 13045 ® CSC:#866-475-0115
SOLE SOURCE-PALL CORPORATION ConfidentiaPa1FbVWr9 Proprietary
Contractor Service Agreement
(Eg) Water
Aftermarket Comprehensive Services Plan
City of Fort Worth
200 Texas Street Pall Water Proposal No.: OPP1560290
Fort Worth, TX 76102 Date: August 3, 2021
shall not be liable for any delays, loss or damage in transit or for any other direct, indirect, or
consequential damages due to delays, including without limitation, loss of use.
3.2 Seller may, in its sole discretion, without liability or penalty, deliver partial shipments of Goods to
Buyer and ship the Goods as they become available, in advance of the quoted delivery date. If
the Goods are delivered in installments, then insofar as each shipment is subject to the same
Agreement, the Agreement will be treated as a single contract and not severable.
3.3 Seller shall make the Goods available to Buyer at Seller's factory or designated shipment point
(each, "Seller's Shipment Point") using Seller's standard methods for packaging and shipping such
Goods. Buyer shall take delivery of the Goods within 5 days of Seller's written notice that the
Goods have been delivered to the Seller's Shipment Point.
3.4 If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to
Seller's notice that the Goods have been delivered at the Seller's Shipment Point, or if Seller is
unable to deliver the Goods at the Seller's Shipment Point on such date because Buyer has not
provided appropriate instructions, documents, licenses or authorizations: (i) title and risk of loss to
the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii)
Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable
for all related costs and expenses (including, without limitation, storage and insurance).
4. Shipping Terms: Unless otherwise mutually agreed to in writing by the parties, delivery shall be
FCA (Seller's Shipment Point) INCOTERMS 2010. At Buyer's request, Seller will, at Buyer's risk and
expense, arrange for the delivery of the Goods to Buyer's site/facility and Buyer will pay, or
reimburse Seller, for all freight charges, taxes, duties, entry fees, brokers' fees, special,
miscellaneous and all other ancillary charges and special packaging charges incurred.
5. Title and Risk of Loss: Title and risk of loss passes to Buyer upon the earlier of(i) delivery of the
Goods at the Seller's Shipment Point or (ii) deemed delivery pursuant to clause 3.4 above. As
collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller
a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the
Goods, wherever located, and whether now existing or hereafter arising or acquired from time to
time, and in all accessions thereto and replacements or modifications thereof, as well as all
proceeds (including insurance proceeds) of the foregoing. The security interest granted under this
provision constitutes a purchase money security interest under the New York Uniform Commercial
Code.
6. Inspection and Rejection of Nonconforming Goods:
6.1 Buyer shall inspect the Goods within 10 days of receipt (the "Inspection Period"). Buyer will be
deemed to have accepted the Goods unless it notifies Seller in writing of any nonconforming Goods
during the Inspection Period and furnishes such written evidence or other documentation as
required by Seller. Such notification shall identify each and every alleged nonconformity of the
Goods and describe that portion of the shipment being rejected. Seller shall then respond with
instructions as to the disposition of the Goods.
6.2 If Buyer timely notifies Seller of any nonconforming Goods, Seller shall, in its sole discretion, (i)
replace such nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for
such
Pall Water Systems ® 839 NYS Route 13 ® Cortland, NY 13045 ® CSC:#866-475-0115
SOLE SOURCE-PALL CORPORATION ConfidentiaPaft"rid Proprietary
Contractor Service Agreement
(Eg) Water
Aftermarket Comprehensive Services Plan
City of Fort Worth
200 Texas Street Pall Water Proposal No.: OPP1560290
Fort Worth, TX 76102 Date: August 3, 2021
nonconforming Goods, together with any reasonable shipping and handling expenses incurred by
Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the nonconforming
Goods to Seller's Shipment Point. If Seller exercises its option to replace nonconforming Goods,
Seller shall, after receiving Buyer's shipment of nonconforming Goods, ship to Buyer, at Buyer's
expense and risk of loss, the replaced Goods to the Seller's Shipment Point.
6.3 Buyer acknowledges and agrees that the remedies set forth in Section 6.2 are Buyer's exclusive
remedies for the delivery of Nonconforming Goods. Except as provided under Section 6.2, all
sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods
purchased under this Agreement to Seller.
6.4 If Seller delivers to Buyer a quantity of Goods of up to 5% more or less than the quantity set forth
in the Sales Confirmation, Buyer shall not be entitled to object to or reject the Goods or any portion
of them by reason of the surplus or shortfall and shall pay for such Goods the price set forth in
the Sales Confirmation adjusted pro rata.
7. Services: Seller will provide such services as are expressly described in the Sales Confirmation
(collectively, the "Services"), during normal business hours, unless otherwise specified in the Sales
Confirmation. Services requested or required by Buyer outside of these hours or in addition to the
quoted or agreed upon services will be charged at Seller's then current schedule of rates, including
overtime charges, if applicable, and will be in addition to the charges outlined in the Sales
Confirmation.
8. Purchase Price: The price for the Goods and/or Services thereof shall be Seller's quoted price.
Seller may also at any time assess a fuel or energy surcharge (in addition to the price of the Goods)
(the "Purchase Price"). The Purchase Price is based on the project schedule defined in this
Agreement, Sales Confirmation or applicable contract documents. Notwithstanding anything to the
contrary set out herein, in the event of any delay to Seller's delivery schedule caused by Buyer or its
representatives (other than for Force Majeure or delays caused by Seller), including without
limitation, a suspension of work or the project, a postponement of the delivery date or failure to
timely issue of a notice of commencement or similar document, then the Purchase Price shall
increase by 1% for every month or partial month of such delay and this Agreement shall be
construed as if the increased Purchase Price were originally inserted herein, and Buyer shall be
billed by Seller on the basis of such increased Purchase Price.
9. Taxes: The Purchase Price is exclusive of any applicable federal, state or local sales, use, excise
or other similar taxes, including, without limitation, value added tax, goods and services tax or other
similar tax imposed by any governmental authority on any amounts payable by Buyer. All such taxes
will be for Buyer's account and will be paid by Buyer to Seller upon submission of Seller's invoices.
Buyer agrees to make tax accruals and payments to the tax authorities as appropriate. If Buyer is
exempt from any applicable sales tax or equivalent, but fails to notify Seller of such exemption or
fails to furnish its Sales Tax Exemption Number to Seller in a timely manner and Seller is required to
pay such tax, the amount of any such payment made by Seller will be reimbursed by Buyer to Seller
upon submission of Seller's invoices.
10. Payment:
10.1 Buyer shall pay all invoiced amounts due to Seller within 30 days from the date of Seller's
Pall Water Systems ® 839 NYS Route 13 ® Cortland, NY 13045 ® CSC:#866-475-0115
SOLE SOURCE-PALL CORPORATION ConfidentiaPa1Fb?ffp4r9 Proprietary
Contractor Service Agreement
(Eg) Water
Aftermarket Comprehensive Services Plan
City of Fort Worth
200 Texas Street Pall Water Proposal No.: OPP1560290
Fort Worth, TX 76102 Date: August 3, 2021
invoice. Buyer shall make all payments hereunder by EFT, wire transfer, or check and in US
dollars. Payment for foreign billing shall be in accordance with Seller's written instructions.
10.2 Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the
highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer
shall reimburse Seller for all costs incurred in collecting any late payments, including, without
limitation, reasonable attorneys' fees. In addition to all other remedies available under these Terms
or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be
entitled to suspend performance of any Purchase Order, or suspend the delivery of any Goods, if
Buyer fails to pay any amounts when due hereunder and such failure continues for 5 days following
written notice thereof. Additionally Seller my require payment in cash, security or other adequate
assurance satisfactory to Seller when, in Seller's opinion, the financial condition of Buyer or other
grounds for insecurity warrant such action.
10.3 All sales are subject to the approval of Seller's credit department. Seller and Buyer both
recognize that there is a risk of banking fraud when individuals impersonating a business
demand payment under new banking or mailing instructions. To avoid this risk, Buyer must
verbally confirm any new bank or mailing instructions by calling Seller and speaking with Seller's
accounts receivable contact before mailing or transferring any monies using the new instructions.
Both parties agree that they will not institute any mailing or bank transfer instruction changes or
require immediate payment under the new instructions but will instead provide a ten (10) day
grace period to verify any payment instruction changes before any new or outstanding payments
are due using the new instructions.
10.4 Buyer may not withhold or setoff any amounts that may be claimed by Buyer against any
amounts that are due and payable to Seller by reason of any set-off of any claim or dispute with
Seller, whether relating to Seller's breach, bankruptcy or otherwise.
10.5 Notwithstanding anything herein to the contrary, this Agreement may be modified or
terminated/cancelled, and scheduled shipments hereunder may be deferred or changed, only: (i)
upon Buyer's prior written notice to Seller, and Seller's written acknowledgment of the notice; and
(ii) upon terms satisfactory to Seller. Buyer shall pay to Seller all fees, charges and/or costs that
Seller assesses because of any modification, termination/cancellation, deferment and/or change,
including without limitation all termination/cancellation fees, restocking fees, storage fees, insurance
costs, freight costs, nonrecurring engineering or production costs and recovery of cost plus
reasonable profit required in the event of Buyer's termination without cause.
11. Limited Warranty:
11.1 Limited Warranty for Goods. Seller warrants to Buyer that for a period of twelve months from
the date of delivery of the Goods, including deemed delivery pursuant to clause 3.4 above (the
"Warranty Period"), that the Goods manufactured by Seller, when properly installed and
maintained, and operated at ratings, specifications and design conditions specified by Seller, will
materially conform to Seller's specifications for such Goods set forth in Seller's proposal, or, in the
absence of such a proposal, such specifications for such Goods appearing in Seller's product
catalogues and literature or in the Sales Confirmation, at the time of the order and will be free from
material defects in material and workmanship (this "Limited Warranty"). Buyer shall notify Seller
promptly in writing of any claims within the Warranty Period and provide Seller with an opportunity
Pall Water Systems ® 839 NYS Route 13 ® Cortland, NY 13045 ® CSC:#866-475-0115
SOLE SOURCE-PALL CORPORATION ConfidentiaPaIM rg Proprietary
Contractor Service Agreement
PALL Water
Aftermarket Comprehensive Services Plan
City of Fort Worth
200 Texas Street Pall Water Proposal No.: OPP1560290
Fort Worth, TX 76102 Date: August 3, 2021
to inspect and test the Goods or service claimed to fail to meet this Limited Warranty. Buyer shall
provide Seller with a copy of the original invoice for the product or service, and prepay all freight
charges to return any Goods to Seller's factory, or other facility designated by Seller. All claims must
be accompanied by full particulars, including system operating conditions, if applicable. If the defects
are of such type and nature as to be covered by this Limited Warranty, Seller shall, at its option and
in its sole discretion, either: (a) accept return of the defective Goods and furnish replacement Goods;
(b) furnish replacement parts for the defective Goods; (c) repair the defective Goods; or (d) accept
return of the defective Goods and return payments made, or issue credits for, such defective Goods.
If Seller determines that any warranty claim is not, in fact, covered by this Limited Warranty, Buyer
shall pay Seller its then customary charges for any additionally required service or products.
11.2 Limited Warranty for Services. Seller further warrants that all Services performed hereunder, if
any, will be performed in a workmanlike manner in accordance with applicable law and industry
standards by qualified personnel (this "Limited Warranty for Services"); this Limited Warranty for
Services shall survive for 30 days following Seller's completion of the Services (the "Service
Warranty Period"). In the event of a warranty claim under this Limited Warranty for Services, Buyer
shall inform Seller promptly in writing of the details of the claim within the Service Warranty Period.
Seller's liability under any service warranty is limited (in Seller's sole discretion) to repeating the
service that during the Service Warranty Period does not meet this Limited Warranty for Services or
issuing credit for the nonconforming portions of the service. If Seller determines that any warranty
claim is not, in fact, covered by the foregoing Limited Warranty for Services, Buyer shall pay Seller
its then customary charges for all services performed by Seller.
11.3 No Warranty as to Third Party Products. Products manufactured by a third party ("Third Party
Product") may constitute, contain, be contained in, incorporated into, attached to or packaged
together with, the Goods. Third Party Products are not covered by the warranty in Section 11.1. For
the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES
WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a)WARRANTY OF
MERCHANTABILITY; (b)WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c)
WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW,
COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
With respect to any Third Party Product, the warranty, if any, is provided solely through the
manufacturer of such Third Party Product, the terms of which vary from manufacturer to
manufacturer and Seller assumes no responsibility on their behalf. For Third Party Products, specific
warranty terms may be obtained from the manufacturer's warranty statement.
11.4 Other Limits. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 11.1 and 11.2,
SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS AND
SERVICES, INCLUDING WITHOUT LIMITATION ANY (a) WARRANTY OF MERCHANTABILITY;
(b)WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c)WARRANTY OF TITLE; OR
(d)WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A
THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE
OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. Seller does not warrant against, and
in no event shall Seller be liable for, damages or defects arising out of improper or abnormal use,
misuse, abuse, improper installation (other than by Seller), application, operation, maintenance or
repair, alteration, accident, or for negligence in use, storage, transportation or handling or other
negligence of Buyer. In no event shall Seller be liable for any Goods repaired or altered by someone
Pall Water Systems ® 839 NYS Route 13 ® Cortland, NY 13045 ® CSC:#866-475-0115
SOLE SOURCE-PALL CORPORATION Confidentiapagb rq Proprietary
Contractor Service Agreement
PALL Water
Aftermarket Comprehensive Services Plan
City of Fort Worth
200 Texas Street Pall Water Proposal No.: OPP1560290
Fort Worth, TX 76102 Date: August 3, 2021
other than Seller other than pursuant to written authorization by Seller. All product warranties and
performance guarantees shall only be enforceable if(a) all equipment is properly installed,
inspected regularly and is in good working order, (b) all operations are consistent with Seller
recommendations, (c) operating conditions at the job site have not materially changed and remain
within anticipated specifications, and (d) no reasonably unforeseeable circumstances exist or arise.
11.5 Exclusive Obligation. THIS WARRANTY IS EXCLUSIVE. THE LIMITED WARRANTY AND
THE LIMITED WARRANTY FOR SERVICES ARE THE SOLE AND EXCLUSIVE OBLIGATIONS
OF SELLER WITH RESPECT TO THE DEFECTIVE GOODS AND SERVICES. SELLER SHALL
NOT HAVE ANY OTHER OBLIGATION WITH RESPECT TO THE GOODS, SERVICES, OR ANY
PART THEREOF, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR
OTHERWISE. THE REMEDIES SET FORTH IN SECTIONS 11.1 AND 11.2 SHALL BE THE
BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY
BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11.1 AND 11.2.
11.6 Buyer Breach. In no event shall Buyer be entitled to claim under the above Limited Warranties
if Buyer is in breach of its obligations, including but not limited to payment, hereunder.
12. Limitation of Liability:
12.1 IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR
REVENUES OR DIMINUTION IN VALUE, INCLUDING WITHOUT LIMITATION,
REMANUFACTURING COSTS AND REWORK COSTS, DE-INSTALLATION OR
REINSTALLATION COST, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS
BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY
FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (TORT,
CONTRACT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND WHATEVER
THE FORUM, WHETHER ARISING OUT OF OR IN CONNECTION WITH THE
MANUFACTURE, PACKAGING, DELIVERY, STORAGE, USE, MISUSE OR NON-USE OF
ANY OF ITS GOODS OR SERVICES OR ANY OTHER CAUSE WHATSOEVER.
12.2 IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH
OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL
OF THE AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER
12.3 The limitation of liability set forth in Section 12.2 above shall not apply to liability resulting from
Seller's gross negligence or willful misconduct.
13 Cancellation: Buyer may not cancel this Agreement after Sales Confirmation unless all the
details are approved in writing by the parties, including Buyer's agreement to pay a stated amount
of termination charges.
14 Termination: In addition to any remedies that may be provided under these Terms, Seller may
terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay
any amount when due under this Agreement and such failure continues for 10 days after Buyer's
receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of
Pall Water Systems ® 839 NYS Route 13 ® Cortland, NY 13045 ® CSC:#866-475-0115
SOLE SOURCE-PALL CORPORATION Confidentiapagbf rq Proprietary
Contractor Service Agreement
PALL Water
Aftermarket Comprehensive Services Plan
City of Fort Worth
200 Texas Street Pall Water Proposal No.: OPP1560290
Fort Worth, TX 76102 Date: August 3, 2021
these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or
commences or has commenced against it proceedings relating to bankruptcy, receivership,
reorganization or assignment for the benefit of creditors.
15 Changes: Seller shall not be obligated to implement any changes or variations in the scope of
work described in Seller's Documentation unless Buyer and Seller agree in writing to the details of
the change and any resulting price, schedule or other contractual modifications. This includes any
changes or variations necessitated by a change in applicable law occurring after the effective date of
this Agreement including these Terms.
16 Intellectual Property Infringement: Buyer has no authorization to make any representation,
statement or warranty on behalf of Seller relating to any Goods sold hereunder. Buyer shall
indemnify and defend, at its own expense, Seller against claims or liability for U.S. or applicable
foreign patent, copyright, trademark or other intellectual property infringement and for product liability
arising from the preparation or manufacture of the Goods according to Buyer's specifications or
instructions, or from Buyer's unauthorized or improper use of the Goods or part thereof, or from any
changes or alterations to the Goods or part thereof made by persons other than Seller, or from the
use of the Goods in combination with products not furnished by Seller or from the manufacture or
sale or use of Buyer products which incorporate or integrate the Goods.
17 Ownership of Materials: All ideas, concepts, whether patentable or not, devices, inventions,
copyrights, improvements or discoveries, designs (including drawings, plans and specifications),
estimates, prices, notes, electronic data and other documents or information that are: a) created,
prepared, reduced to practice or disclosed by Seller; and/or b) based upon, derived from, or utilize
the Confidential Information of Seller, and all related intellectual property rights, shall at all times
remain Seller's property. No right, title or interest in
any patents, trademarks, trade names or trade secrets, or in any pattern, drawing or design for any
of the Goods or in any other Seller intellectual property right, shall pass or transfer to the Buyer and
Seller shall at
all times retain ownership rights therein. Notwithstanding the foregoing, Seller grants Buyer a non-
exclusive, non-transferable license to use any such material to the extent necessary and solely for
Buyer's use of the Goods purchased by Buyer from Seller hereunder. Buyer shall not disclose any
such material to third parties without Seller's prior written consent. As a condition to Seller's delivery
to Buyer of the Goods, Buyer shall not, directly or indirectly, and shall cause its employees, agents
and representatives not to: (i) alter or modify the Goods, (ii) disassemble, decompile or otherwise
reverse engineer or analyze the Goods, (iii) remove any product identification or proprietary rights
notices, (iv) modify or create derivative works, (v) otherwise take any action contrary to Seller's rights
in the technology and intellectual property relating to the Goods, (vi) assist
or ask others to do any of the foregoing.
18. Export: As a condition to Seller's delivery to Buyer of the Goods, Buyer agrees, with respect to
the exportation or resale of the Goods by Buyer, to comply with all requirements of the International
Traffic in Arms Regulations ("ITAR") and the Export Administration Regulations ("EAR"), regulations
issued thereunder and any subsequent amendments thereto, and all other national, including, but
not limited to, European, government laws and regulations on export controls, including laws and
regulations pertaining to export licenses, restrictions on export to embargoed countries and
restrictions on sales to certain persons and/or entities. Buyer further agrees that the shipment and/or
delivery of the Goods by Seller is contingent upon Seller obtaining all required export authorizations,
Pall Water Systems ® 839 NYS Route 13 ® Cortland, NY 13045 ® CSC: #866-475-0115
SOLE SOURCE-PALL CORPORATION ConfidentiapaftMorg Proprietary
Contractor Service Agreement
PALL Water
Aftermarket Comprehensive Services Plan
City of Fort Worth
200 Texas Street Pall Water Proposal No.: OPP1560290
Fort Worth, TX 76102 ®ate: August 3, 2021
licenses, and permits (collectively, "Authorizations") and Buyer agrees that Seller shall not be liable
to Buyer for any failure or delay in the shipment or delivery of the Goods if such Authorizations are
delayed, conditioned, denied or not issued by the regulatory or governmental agencies having
jurisdiction over such Authorizations.
19. Confidentiality: If Seller discloses or grants Buyer access to any research, development,
technical, economic, or other business information or"know-how" of a confidential nature, whether
reduced to writing or not, Buyer will not use or disclose any such information to any other person or
company at any time, without Seller's prior written consent. In the event that Buyer and Seller have
entered into a separate confidentiality agreement (the "Confidentiality Agreement"), the terms and
conditions of the Confidentiality Agreement shall take precedence over the terms of this paragraph.
20. No Waiver: No waiver by Seller of any of the provisions of this Agreement is effective unless
explicitly set forth in writing and signed by Seller. Seller's failure to exercise, or to delay in exercising,
any right, remedy, power or privilege arising from this Agreement, or to insist on Buyer's strict
performance of these Terms shall not operate as or be construed as a waiver by Seller.
21. Force Majeure: Under no circumstances shall Pall have any liability for any breach relating to
nonperformance or underperformance caused by extreme weather, natural disaster, fire, accident or
other act of God; strike, lock out or other labor shortage or disturbance; lock down, boycott, embargo
or tariff; terrorism or act of terrorism, war or war condition or civil disturbance or riot; failure of public
or private telecommunications networks; delay of carriers or other industrial, agricultural or
transportation disturbance; failure of normal sources of supply; epidemics, pandemics, contagion,
disease or quarantine; law, regulation or any act of government; or any other cause beyond Pall's
reasonable control. Pall's performance shall be excused and deemed suspended during the
continuation of such event or events and, for a reasonable time thereafter, delayed or adjusted
accordingly.
22. No Third-Party Beneficiaries: This Agreement is for the sole benefit of the parties hereto and
their respective successors and permitted assigns and nothing herein, express or implied, is
intended to or shall confer upon any other person or entity any legal or equitable right, benefit or
remedy of any nature whatsoever under or by reason of these Terms.
23. Relationship of the Parties: The relationship between the parties is that of independent
contractors. Nothing contained in this Agreement shall be construed as creating any agency,
partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship
between the parties, and neither party shall have authority to contract for or bind the other party in
any manner whatsoever.
24. Validity: If any provision of this Agreement, the Sales Confirmation or these Terms is held by
any competent authority to be invalid or unenforceable in whole or in any part, such provision shall
be ineffective, but only to the extent of such invalidity or unenforceability, without invalidating the
remainder of such provision nor the other provisions, which shall not be affected.
25. Governing Law: This Agreement, and all the rights and duties of the parties arising from or
relating in any way to the subject matter of this Agreement or the transaction(s) contemplated by it,
shall be governed by the laws of the State of New York, without giving effect to any choice or conflict
Pall Water Systems ® 839 NYS Route 13 ® Cortland, NY 13045 ® CSC:#866-475-0115
SOLE SOURCE-PALL CORPORATION Confidentiapagbf rq Proprietary
Contractor Service Agreement
PALL Water
Aftermarket Comprehensive Services Plan
City of Fort Worth
200 Texas Street Pall Water Proposal No.: OPP1560290
Fort Worth, TX 76102 Date: August 3, 2021
of law provision or rule (whether of the State of New York or any other jurisdiction)that would cause
the application of the laws of any jurisdiction other than those of the State of New York.
The parties expressly exclude the application of the United Nations Conventions on Contracts for the
International Sale of Goods, and further exclude the applications of the International Sale of Goods
Contracts Convention Act, S.C. 1990-1991, C. 13, and the International Sale of Goods Act, R.S.O.
1990, C.I. 10, as amended.
26. Submission to Jurisdiction: Buyer and Seller hereby unconditionally and irrevocably submit to
(and waive any objection on the grounds of inconvenient forum or otherwise)the jurisdiction of the
Supreme Court of the State of New York, County of Nassau or the United States District Court for
the Southern District of New York, which courts shall have exclusive jurisdiction to adjudicate and
determine any suit, action or proceeding regarding or relating to this Agreement and the purchase
and supply of the Goods. A judgment, order or decision of those courts in respect of any such claim
or dispute shall be conclusive and may be recognized and enforced by any courts of any state,
country or other jurisdiction.
27. No Jury Trial: BUYER AND SELLER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT.
28. Survival: All payment, confidentiality and indemnity obligations, warranties, limitations of liability,
product return, and ownership of materials provisions, together with those sections the survival of
which is necessary for the interpretation or enforcement of these Terms, shall continue in full force
and effect for the duration stated in such provisions or the applicable statute of limitations.
29. Amendment and Modification: This Agreement may only be amended or modified in a writing
which specifically states that it amends this Agreement and is signed by an authorized
representative of each party.
Pall Water Systems ® 839 NYS Route 13 ® Cortland, NY 13045 ® CSC:#866-475-0115
SOLE SOURCE-PALL CORPORATION Confidentiapaftf rq Proprietary
Contractor Service Agreement
ATTACHMENT D
INSURANCE
AND
ATTACHMENT D-1 (if necessary)
BONDING
(Behind this page are the City's standard insurance requirements and payment and performance
bond forms,if necessary)
Bond not necessary.
SOLE SOURCE—Pall Corporation
Page 22 of 26
Contractor Services Agreement
ATTACHMENT E
VERIFICATION OF SIGNATURE AUTHORITY
FORM
Pall Corporation
839 NYS Route 13
Cortland,NY 13045
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Contractor and to execute any agreement, amendment
or change order on behalf of Contractor. Such binding authority has been granted by proper order,
resolution,ordinance or other authorization of Contractor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Contractor.
Contractor 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 Contractor.
1. Name: Lou Maftera
Aftermarket Sales Manager
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title: Assistant Secretary
Date. Nnvemher 3 9091
SOLE SOURCE—Pall Corporation
Page 23 of 26
Contractor Services Agreement
ATTACHMENT F
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received
has a 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 filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An
offense under this section is a misdemeanor.
jJ Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.(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 that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information is being disclosed.
Name of Officer
4J Describe each employment or other business relationship with the local government officer, or a family member of the
officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
Yes F-1 No
B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
Yes F-1 No
5 Describe each employment or business relationship that the vendor named in Section 1 maintains with 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.
s
❑ Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
7
Signature of vendor doing business with the governmental entity Date
Form prov bgg4aCSF€tt PAL4;cppg?SWTION PVN4Te9A,%.state.tx.us Revised 11/30/2015
Contractor Service Agreement
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.Iegis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code§176.001(1-a):"Business relationship"means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code§176.003(a)(2)(A)and(B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than$100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code§ 176.006(a)and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any
gift described by Section 176.003(a-1);or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application,response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity;or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer,described by Subsection(a);
(B) that the vendor has given one or more gifts described by Subsection (a);or
(C) of a family relationship with a local government officer.
Form prov bgg4aCSF€ttfALg&pg?§pflTION PMWMAR.state.tx.us Revised 11/30/2015
Contractor Service Agreement
ATTACHMENT G
VENDOR'S CONTACT INFORMATION
Vendor's Name: Pall water
Vendor's Local Address: 839 State Route 13,Cortland, NY 13045-5630
Phone: 866-475-0115 Fax: 607-758-4526
Email: Pall_Technology_csc@pall.com
Name of person assigned specifically for this Agreement:
Name/Title Lou Mattera Aftermarket Sales Manager
Phone: 516-924-6655 Fax:
Email: lou_mattera@pall.com
Name of persons for renewal information and/or billing questions:
Name/Title Alison Finch Aftermarket Project Manager
Phone: 607-758-1644 Fax:
Email: alison_finch@pall.com
Name/Title
Phone: Fax:
Email:
Lou Mattera 11/3/2021
Signature Printed Name Date
SOLE SOURCE—Pall Corporation
Page 26 of 26
Contractor Services Agreement
Prohibition on Boycotting Energy Companies
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code
(as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2), the City is prohibited from entering into a contract
for goods or services that has a value of$100,000 or more,which will be paid wholly or partly from public
funds of the City, with a company (with 10 or more full-time employees) unless the contract contains a
written verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. The terms "boycott energy company" and
"company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code
(as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2).To the extent that Chapter 2274 of the Government
Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's
signature provides written verification to the City that Contractor: (1)does not boycott energy companies;
and (2)will not boycott energy companies during the term of this Agreement.
Prohibition on Discrimination Against Firearm and Ammunition Industries
Contractor acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code(as added by Acts 2021,87th Leg., R.S.,S.B. 19, § 1),the City is prohibited from entering
into a contract for goods or services that has a value of$100,000 or more which will be paid wholly or
partly from public funds of the City, with a company (with 10 or more full-time employees) unless the
contract contains a written verification from the company that it: (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will
not discriminate during the term of the contract against a firearm entity or firearm trade association. The
terms"discriminate," "firearm entity"and"firearm trade association" have the meaning ascribed to those
terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, §
1). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing
this Agreement, Contractor certifies that Contractor's signature provides written verification to the City
that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2)will not discriminate against a firearm entity or firearm
trade association during the term of this Agreement.
BY:
CONSULTANT
Pall Water-A Danaher Company
Lou Mattera
Aftermarket Sales Manager
January 7, 2022
Confidential -Company Proprietary