HomeMy WebLinkAboutContract 52550 ,1�7) CITY SECRETARY
., CONTRACT NO. s 50
VENDOR SERVICES AGREEMENT
Standard Automation and Control d/b/a Wonderware West
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and
through Susan Alanis, its duly authorized Assistant City Manager, and Standard Automation and Control
d/b/a Wonderware West ("Vendor"), a Delaware Limited Partnership and acting by and through Scott
Spencer, its duly authorized President, each individually referred to as a"party" and collectively referred
to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B—Price Schedule; and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A,B and C,which are attached hereto and incorporated herein, are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. SCOPE OF SERVICES.
Standard Automation and Control d/b/a Wonderware West shall provide Wonderware
Modemi9zation Program Version Upgrades and support. Exhibit "A," - Scope of Services more
specifically describes the services to be provided hereunder.
2. TERM.
This Agreement shall begin on final execution("Effective Date") and shall expire on twelve (12)
months after ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial
Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms
and conditions, for up to three (3)one-year renewal options, at City's sole discretion.
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform
services under this Agreement in accordance with the provisions of this Agreement and Exhibit"B,"—Price
Schedule. Total payment made under this Agreement for the first year by City shall be an amount not to
exceed Thirteen Thousand, Six-Hundred Seventy-One and 32/100 dollars ($13,671.32). Vendor shall
not perform any additional services or bill for expenses incurred for City not specified by this Agreement
unless City requests and approves in writing the additional costs for such services. City shall not be liable
for any additional expenses of Vendor not specified by this Agreement unless City first approves such
expenses in writing.
4. TERMINATION. OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
Standard Automation and Control d/b/a Wonderware West Vendor Services Agreement Page 1 of 17
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any
reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason,Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement.In the event Vendor has received access to City Information or data as a requirement
to perform services hereunder, Vendor shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees
that it 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.
5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in
any way.Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised,in which event,Vendor 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.
6. RIGHT TO AUDIT.
Vendor agrees that City shall, until the expiration of three(3)years after final payment under this
contract,or the final conclusion of any audit commenced during the said three years,have access to and the
right to examine at reasonable times any directly pertinent books,documents,papers and records,including,
but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no
additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice
of intended audits.
7. INDEPENDENT CONTRACTOR.
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It is expressly understood and agreed that Vendor shall operate as an independent contractor as to
all rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subVendors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way
be considered a Co-employer or a Joint employer of Vendor or any officers,agents,servants,employees or
subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of
Vendor shall be entitled to any employment benefits from City. Vendor 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 subVendor.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- VENDOR 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 VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTSANDAGREES
TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation. So long as Vendor bears the cost and expense of payment for claims or actions against
City pursuant to this section,Vendor 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 City's interest, and City agrees to cooperate with
Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under this
Agreement, City 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,
Vendor shall fully participate and cooperate with City in defense of such claim or action. City agrees
to give Vendor timely written notice of any such claim or action, with copies of all papers City may
Standard Automation and Control d/b/a Wonderware West Vendor Services Agreement Page 3 of 17
receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the software and/or documentation;or(b)modify the software and/or documentation
to make it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid
to Vendor by City, subsequent to which termination City may seek any and all remedies available to
City under law.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of City. If City grants consent to an assignment,the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement.Vendor and Assignee shall be jointly
liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the
duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor
shall provide City with a fully executed copy of any such subcontract.
10. INSURANCE.
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle"shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
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Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000- Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease; policy limit
(d) Professional Liability(Errors &Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear. The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten(10)days' notice shall be acceptable in the
event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A-VII in the current
A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
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11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.
Vendor 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. If City notifies Vendor of any violation of such laws, ordinances, rules
or regulations,Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as
part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES,ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives,(2) delivered by facsimile with electronic confirmation of the transmission,or(3)received
by the other party by United States Mail,registered,return receipt requested, addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Standard Automation and Control d/b/a
Attn: Susan Alanis,Assistant City Manager Wonderware West
200 Texas Street ATTN: Scott Spencer
Fort Worth,TX 76102-6314 600 Travis Street, Suite 5300
Facsimile: (817) 392-8654 Houston,TX 77002
Facsimile: 972-580-0015
With copy to Fort Worth City Attorney's Office at
same address
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor 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
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 responds to a general solicitation of advertisement of employment
by either party.
Standard Automation and Control d/b/a Wonderware West Vendor Services Agreement Page 6 of 17
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE.
This Agreement 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.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
City and Vendor shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C.
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument,which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
Standard Automation and Control d/b/a Wonderware West Vendor Services Agreement Page 7 of 17
This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. 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.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a high quality and conform to generally prevailing
industry standards. City must give written notice of any breach of this warranty within thirty(30)days from
the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use
commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or
(b)refund the fees paid by City to Vendor for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon
request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT.
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"). Further, City 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). Each
copyrightable aspect of the Work Product shall be considered a "work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof,and in and to the copyright,patent,trademark,trade secret, and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due, or rights of retention thereto on the part of City.
28. SIGNATURE AUTHORITY.
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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 Vendor whose name, title and signature is affixed on
the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records. The president of Vendor or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9,documents filed with the state
indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement.Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the
City is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it: (1)does not boycott Israel;and(2)will not boycott
Israel during the term of the contract. The terms"boycott Israel" and"company"shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not boycott Israel; and (2)will not boycott Israel during the term of the contract.
h IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
A_k day of JUksA ,20ft.
(signature page follows)
Standard Automation and Control d/b/a Wonder-ware West Vendor Services Agreement Page 9 of 17
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract,including ensuring all performance and
By. / �.� reporting requireme s. �jk
ame:
Title: Assistant City Manager
Date: ����/y By:
Name: Steve Streiffert
APPROVAL RECOMMENDED: Title: Assistant Director,IT Solutions
APPROVED AS TO FORM AND LEGALITY:
By:
Name:
Title: By:
me: An B. ong
ATTEST: _itle: Assistant City Attorney
i
CONTRACT AUTHORIZATION:
D ®ii M&C: N/A
By: .
Name: M y r ,<;
Title: City Secretary F- _
— x0.... .......
VENDOR: ....,w,
Standard Automation and Control d/b/a ATTEST:
Wonderware West
By:
By: Name: jason Bass
Name: Scott Spencer Title: N p o pe r a t i o n s
Title: President
Date: June 18, 2019
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
Standard Automation and Control d/b/a Wonderware West Vendor Services Agreement Page 10 of 17
EXHIBIT A
SCOPE OF SERVICES
Vendor Services Agreement—Exhibit B Page 11 of 17
Corporate Address: Debbie Hineman
Standard Automation and Control �Q, North Texas Region
IDEA:Wonderware West OFFICE: 214-387-4131
600 Travis Street,Suite 5300 MOBILE: 972-814-4589
Houston,TX77002 FAX: 972-580-0015
Phone:713-209-8884 West Debbie.Hlneman@wonderwarewest.com
Quote
Customer. City of Fort Worth Village Creek Water O ID: QU0-37773-Y959P9 Rev:O
Reclamation Date: 5/2/2019
Location: Arlington,TX
Phone#. 817-392-4960
Quote Valid for 30 Days
Terms: Net 30
Contact Matus,Luke Reference: City Of Fort Worth Village
Phone#: 817-4755632 Creek-Modernization
Email: luke.matus@forMorthtexas.gov
THIS IS NOT AN INVOICE
# my Part Number Product Description Price Per Unit Extended Amount
1 1 MODUP Wonderware Modernization Program $6,835.66 $6,835.66
Version Upgrades
2 1 STDS-019N Wonderware Customer FIRST Support- $6,835.66 $6,835.66
Standard Level-Modernization Program-
Two(2)years from purchase date to include
technical support and version upgrades for
the term for the above licenses only.
Additional licenses registered to site will
affect support cost.
3 1 DevStd-04-U-17 Upg,Development Studio 2017 Unlimited,
Unlim/60K/500(595016-3]
4 2 InTch-05-U-17 Upg,InTouch 2017 Runtime 3K Tag with 1/0
(1880081-0;188137M)
5 1 HstStd-03-U-17 Upg,Historian 2017 Standard,5,000 Tag
(579309-4]
6 1 Hs1CIt-01-U-17 Upg,WW Historian Client 2017 Concurrent,
Single (5861125]
SubTotai: $13,671.32
TOTAL: $13,671.32
To ensure rapid processing of your Purchase Order,please note the following:
• By agreeing to purchase you are accepting the Wonderware West Terms and Conditions attached to this quotation.
• If this quotation Includes Wonderware products,by agreeing to purchase you are accepting the AVEVA End User License
Agreement found HERE.
• Shipping Terms:FOB Shipping Point.
• Standard Payment Terms is NET 30.
• This quotation may contain products that are sold on a subscription basis. Subscription products require a purchase
order to cover the full amount of the term of the subscription. Subscriptions will be invoiced on an annual basis and will
be billed against the original purchase order.
As your Certified Wonderware Training Provider,we find that customers who attend training getthe most out of their
software Investment. To learn more about the classes we offer and see our class schedule,please visit
httos J/wonderwarewesLcomttraininal
Remittance Address:
Standard Automation&Control,LP
DBA Wonderware West
Standard Automation and Control d/b/a Wonderware West Vendor Services Agreement Page 12 of 17
28373 N ehvoi k Place
Chicago,IL 60673-1283
Phone:713-209-8894
neering
WINNER! cENOOitnr'e"'eErsn9C'W
Wonderwa
re InTbuch
Standard Automation and Control d/b/a Wonderware West Vendor Services Agreement Page 13 of 17
TERMS AND CONDfrIONS OF SALE
(Pe-irs,Sorwara andor Sarvl,es)
1)Goveming Effect of these Terms.An agreement farina sale and pumhasa of Products,Software anNor Services arises only upon Sellers accep[anl of fine Buyers order.Sellers
acceptance is expressly made canditional on Buye:s assent to these Terms and Conditions.Any additional or different terms and condihons set forth in the Buyer's order or any similar
communication are objected to and will no:be binding upon Sellerunless agreed to by it.
2)Definitions;
a)"Seller'means Standard Automation 5 Control,LP db/a Wondereara West.
b)'Buyer'means the person orcomparywhosa Orders accepted by the Seller
,)'Products"orears equipment,software.camponenls of efther and combinations otbOth,said by Seller,
d)"Software"moans all.11—no and fimrware prearemming routinas and documentation thereof included in or supplied for use with,a Product,whether art not such Software was
separately priced.
e)Scope of Npd;lSOYV)mean.this Sol,.,to be performed,which are datAlled in the Quotation
f)"Services"'lean services In the nature otlnstollation,reolhormai chance performed by Sepses emplp•Re:with el.to Products or SotM"are,.,,,.hioh are J.S.bed In the
Scope efv1J.-9 ofth.Quetab.h.
g)'Quotatrori is a document that A Seller sLbmles to B tierwith s proposed price forthe Seller's Products,Software and Services based on certain condtrons,
3)Prices and Quotations;Prices of Products or Services shall either be based upon Sailers published pnce lies current at the time,Spatted in an applicable Quotation or other written
aonfirmetioP from Seller a contained In separate mitre,[between Buyer And Salter.Quotations arpricas and spa:ifiestions for Prcduds and Services must ba in writing andwilt axprr.
on the expiradcn dale indicated on said Quotation,or,note date is specined,then saN(00)days afar the date ofthe Quotation.Sebermserves the nght to change the prices on us price
list on thirty(30)days Petite Quotations are subject to thAsa Tans and Conditlons Of Sale.
4)Se,iceS
a)In the case of Service=_,normal norwng hours are 5.00 AM to 5.00 PM.A"man day'Is eight(5)hours time,par man,psrday during normal wodona hours."Torte"Is or job tiros,
plus travel time to and from thajob.'Tima"starts and ands at the office location,unless otherwise agreed upon poor,to the start ofwcf.Saturdays,Sundays and Hotldays all be
marged or over7me rates.O'vertlme races will apply when hours worked in one given day exceeds eight(8)hours.Overtime race is 1-ln times applicable ssi rate.A minimum
charge of if2 days'bore,plus expenses will be charged when ivork done is under four(4)hours.Travel and living expenses are billed at cost.Automobile tra're.l is billed at the allowabla
IRS rate men in affect per mAo from office location,whim Is me point of origin and return,plus any required local Vmel.For larger jobs extending more than one month,trmel and living
expenses wit be billed on a monthly basis.
b)Sells,will determine which of its employee(s)or subxntractof,$)will be assigned to perform the Senilces,and when by replace or reassign such employee(s)or subuintracror(=_)
during the ten of this SOW. If an employee or consultant is unable to complete their assigned work,or if Buyer requests replacement Of an employee or conW,tort.SOlar will use
reasonable efforts to replace such employee orconsult3it with an individual of Substantially squivalart qualifications.
0 Vyrien performing Services at the premises of Buyer,Seiler will comply with applicable health,safety and severity regulations of wrtim Seiler is informed in venting.Selleremployees
subcontractors ros.rve mo right to refs.to work under hazardous cool In case Of doubt,mutual agreement most be reached promo commencement of any 8—ailis.Any
protective ddhing or equipment required by Buyers regulations shall be prrnided by Buyer to Seller at Buyers sole cast.Sellers performance depends upon Buyers timely and
effective coaperab—n connection with To Services,in lrw providing Salter with rs—noble facifities,timely.cries to appropriate data,of--Abe.,and appicb--sly skilled Buyer
personnel.Sellerwill not be liable for any failure to perform the Services,to the extent that the-.astute is caused by Euyers Actt of coopererion.Selfermey rely upon the accuracy and
cempletermA of date,material,and Other information furnished by Buyer,without any indepor�dent-beiigabon or verification.
d)Seven shall appoint An employee v,In femnical expedise,resources,and management authority to work wiN or facilitate Seller in the performance of its Services as defined in the
SG AI
S)Ordere and,.n—pbece of Orders.At order must be bona fide commitmens spadl !Pg the Produd(S)or Services.requested shipping dates,stipulated quantities end prices.No
order art othe'commitment shall be binding upon Sefferunfess and cold accepted in writing by an auth.Pzed orcer Of Salter.
"o)Taeas Prices do cow".Induce federal,slate or local sales,use or other lanes now or hereafter enacted(unless otherwise specifically stated in Sellars acceptance)applicable to the
Prcducgs)air Samcas.Such WAS will.In any event.be paid by Buyer unless Buyer provides a propar tax exemption cartificele.Should Boyar fail to pay any Such tares and any taxing
authority See2s to collect such saxes from Seller,Buyer agrees to indemnify Seller and hold It harmless from any sum tax and any an tl a!i interest
and penalties related moral.Seller
nay,in Its liscration,add such texestothe sales price or bill for sum,texas separately.
7)Shipments.At Pmdude will be Snipped F.O OR Sellers shipping locetim.In the absence of specific instructions,Szllerwal select the carrier and at its dlscrbon.ship"collect'at'
Prepaid,bit shall not be deemed tnereoyio assume any IIabIIIN In connection with the shipment nor shall the carrier be constrlad to 0e the agent of Seller.Buyer must provide its over?
insurance.Title and risk of loss or damage to the Products shall pass from Seller to Buyer upon dalivery by Seller' the possession ofthe camer.Any claims fcrloss ordari or
misdelivsry shall be flls i w!lh the camer.Products may as delivered in Installments.The Buyarwill dear the Products for export tam me United Slates and impart Into the courdry of
delivery
61 Delivery Cates.The estimated shipping schadule stated in the Quotation or order acceptance does not constitute A commitment to deliver Products in accordance there�wrlh.H, Ovar
Sallerwin use raasonable efforts to ship on or before the estimated shipping dates indicated.Datay'n delivery of anylnstallments will not enttle the Buyer to refuse acceptance or
!amunate,the agreement if Buyer refuses to accept delrverv,Seller may(without prejudice to other rights)Sol'a or dispose of the Products,in which case the Buyerw^ll pay upon
request the amount of any reasonable storage or disposal charges hissing or damaged items must be reported within 5 days of delivery,
g)Payments and Credit.
a)Panmert forms are cat thirty(30)days upon approval tnr.'edit.Al payments am to be made in U.S.Dollars,unless otherwise Agreed to In will by Sailer.
b)Method of payment call be es specified in the Quotation or order acceptance,whomever applies.Extensions of credit And time far payment may be subject to limitations and v a:y,in
Sellars dismati.e.as determined by(A)type Of Product or Service,(b)magnitude a1 Order,and(c)uNroste shpment desunation,The amount of credit or terms of payment may be
ch.rod ormscit otIl at any time.If Buyer his to pay the pn V when rice,Seiler coney recover,in addition to the once,interact thereon at the rate of 1 1124 per month where
lawful,otherwise the madmum fall monthly interest rare,and masonable attomay's fees.
c)Time And Mat.nal.Unless stated obamisa in the SOW ail Services performed will be rande2a on a fims and marenal basis.Fees Snell be as dee4nb.d in the Quail
10)Security Interest."Jnara requested by Seller as a condition of the extension of credit.Buyer agrees to grant Seller a Unithen Commercial Coda purchase money security interest in
the Products purchased es senunty for the performance of Buyers obligations aria to execute such documents to evidence,Pat fact and enforco said securtly interest As Seller may
reaura_
11)Exci a Delays!Seli.r shall not be liable foren y dMay in perlOrtnance of.Servicss or delivary nrnenCslivery Products,In whole or In pad,caused bylie ocxuTerce of any
contingency beyond the school either of Seller or its suppliers,inducting by way of illustration but not imlteaon,war(whether an actual declaration thereof Is made or not),sabotage,
Insumedicn,not or other act of civil disobadienca.Act of a public worry,failure or doley in trensporiatlon,act of any government or any agency or subdivision thereof,judicial Action,
labor dispute,amderl,tire,exploslen,flood,storm or other ad of God,shortage of labor,heal.raw material or machinery ortecirri—I failure where Seller has exerdsed ordinary care in
the preventim thereof.If any contingency occurs,Seller may allocate production and deliveries among Sellars customers and shall be entitled tO a price adjustment.where equitable,in
addition to extension aline time for performance.
12)Supgtitubens and Modlllcffiions'.Sailer may modify the sped4cabors of components designed by Seller and Incorporated Into the Product,picolded Ina modi tcabons do not
adf—sely allied the peffornance ofthe equipment.Seller may tunrem suitable Substitutes for materials unobtainable because of morlba'a,or regulabons established by government
aut hodty,art non-ev site blity of materials from suppliers.
13)Software:Seller shall at all times retain title to and full--i-ship of all SoMware created and supplied by it Seiler grants to Buyer a fully paid license to use me Saft-re with the
Product.But shalt have It,.right fa make copies of the Saf.wam m any muman ormamina-r.sdnbls form only to me extent necessary forthe efficient use ofthe Product.Buy—trall
not-..move any statutory c pynght notim Included In the Software fumishad to Buyer and shut[reproduce all such noboes en all copies of any 1—including revised,modified,or
translated version mal Buyer,unless o hemise directed by Salfer in writing.&uyrshall limit use and access of all.Software provided by Seller,end copies thereof,to sum of
Buyers er-playeas as are directly involved in the operation and maintenance of the Product But shall require Its employees not to make any disclosure of such Sof—or copies,
except as required for the Operation and maintenance of the Product.The rights and licenses grante:l to Buyerwim rasped to any Softwam Furnished by Sallar may not be assigned or
[ra sferod to another partywthout the prior whtton consent of Seller,exao0t that such rights and foonses may be assigned or transferred upon me transfer Of the Product to which such
rights and licenses apply and fie transferee's aempterc.of sum Product shall be deemed its Agreement to assume and comply with anyand all obfigalions of Buyer with respect to
Burl Software When Buyer nor longer desires to use me Safarare,It Shall Party Sallar in waling and destroy ell copies thereof
Where SedAr sells ar lrcenseS Software accompanied by a separate Software License,the terms and rondtlons of me letter will control'n the as.of Any vadanr_eS wflh tr—Tarns
and Conditions.
14)Warranties:
a)Equlpmert.Seiler warrants that Its equipment will rxhri to Sellers specifications and shell be free from defects under normal use in material and hworananshrp for a padad of are
year from recelpl at destination.No equipment will be.,,opted I.r warranty consideration without A specific Return Memel fwlhenzaron RftA")number tumishad by Sellerin
advano.Ofine realm shipment If equipment Or components covered bywarranty and assigned a P.NA number are reeturned to the orlgiral shopping point,transportation merges end all
olhsr marges Including but Pat limited to custom dull and Inseeance prepaid,within eignteen(10)months of invoice Or twelve(12)me t�is of installation whichever occurs first,and
Seiler daternihes to its salisfactlon that the.",ad items ore detective in material its--moan and such defeat v,A,not caused by accident,misuse,neglect,alteration.Improper
rma:labon,repair,improper testing or cost attain.or by improper pack rig for ratum,then Seller snail at its option(1)repair or replace the defective parts end snip prepaid to Buyer,
exdudmg any custom clubs,and.'or import fees etc.,whim shall be Buyers responsibility,or credit the scrounr o'Buyer her the original cast ofthe equipment plus anginal
transportation d—gas.If Seller elects to repair or replace the defective parts,it spell have a reasonable time to do so Seller shall not be responsible for(allure Of its equipment to
perform spooled functions or any othernor.xnfoi mence.used by ar at'hbutable to(a)any associated or complimentary equipment,pads or software not furnished by Sailer,(b)
m isu=_s,negect or abuse of,or acdd.rt to me Pmaua,use oisub-=standard consumab!es,nf.sorabl9 wear and Weror operator error(c)exposure Of the Product to candidates Peyahg
the.rtvlrenmerlal,powerend oparelirg cansiminue specified by Seller,Or(d)installahon,roning practices not In accordarne with those recommended by Soler
b)SaCware:Salrerwaments that any Sofovare accompanying is Products will perform In accordance its software documentffilon.It,dunna the per act ending ninety(90)cays after
delivery.the occurrence of coy material error In the Software or any failure of the Software substantially to centorm to Sellers saftwam documentation that limits or prevents use of me
Standard Automation and Control d/b/a Wonderware West Vendor Services Agreement Page 14 of 17
xllware cy Buys,,,prcerpityleported by in.Buysrto Seller,Sailer agrees to use its reasonable effortsw comea any such error or lallera,but Seller does net warrant!hair the sorwars
a free tram detects or that all defects can be corrected;further,this w—anty'shall apply only to those prrtiCne of he Sefews e,or is replacement that incorporate all program aomecticns
and modlIcadons,If any,delivered to Buyor,and proyld trthat ad furth this w3hi shall not apply to any enter or failure cue to the misuse or negligence,incorrect Installation or
op oration,imprper repair or main Cenance,the use of sub-Yandard compaidbles,of or by any 7ersrn&.her U3n Sari shall not apply to any Software whi al has been Trollied by
any person other ran Salle,.
c)San,ices.Sellerwarrdnts that the Services performed moll be of reasonable and workmanlike cr irty and conform to generally accept ad Services standards Seller will correct
defaenaes in any deliverable cosonbecim the SOO!of which Sell air is no tried by Buyer within th'irtyJ30)days aft.rdeivery.,Services to Buyer.For this pui a"daficancy"isa
substantial and listener deviation from this applicable deltv era blew defined in he SOW Such car,edion by Sellerwill constitute Buyer's sole and exclusive remedy for any such
de fidencies.
d)Non-Seller products or software:Seller'wamants products or software supplied by third parties(non-Sellar Partied only to the extent rat such norrSeller Part as ellow Saller to
transfer to the Buyer the warra,Ties of such non-Seller Parties.Sallerv,i;!,to the a tent permirted,cosign to Buyers any such werrznves.&ryers seta Ismady br bre—of such weT—,
shall be the remedy effered by and available from the non-Seiler Party,if env.Products or softwore from non-Sererwhich are not acrampanied by norv5ef:ar Party warranties ere sold
on an"AS IS,WHERE IS,MTH ALL FAULTS"basis.
THE FOREGOING WARRANTIES ARE II11 LIEU OF ALL OTHER REPRESENTATIONS,WARRANTIES AND COVENANTS,EXPRESS OR RAPLI'ED,WI.H RESPECI"1'O
PRODUCTS.SOFTINARE AND SERVICESANDANY DEFECTS THEREIN OF ANY NATURE WHATEI'ER,INCLUDING,WITHOUT LiMI7ATIGN,WARRANTIES OF
MERCHANTABILITY ITY A1ND FITNESS FOR A PARTICULAR.TICU�PURPOSE.SELLER'S SOLE AND EYCLUSIVE LIABILITY.AND BUYER'S SOLE QJDEXC�USIVE REMEDY,FOR ANY
NOPJCONFDRMITY OR DEFECT IN THE PRODUCTS,IN TORT(INCLUDING NEGLIGENCE).CONTRACT,OF CITHER'!•ASE,SHALL 6E PS SET FORTH M THIS SECTIOPJ AND
SECTION 14.
15)Limltaton5 on Liability.
a)SELLER'S L LABILITY ON ALL CLAIMS OF ANY KIND,IHHETHER BASED ON CONTRACT,INDEMNITY.WARRANTY.TORT(INCLUDING NEGL IGENCE).STRICT LIABILITY
OR OTHERWISE,FOR Al LOSSES OR DAMAGES ARISING OUT OF,CONNECTED WITH,OR RESULTING FROM THESE TERMS AND CONDITIONS.OR FROM THE
r'ERFORMANCE OR BREACH THEREOF.OR FROM A14Y PRODUCTS COVERED BY OR FURNISHED UNDER ACONTR.ACT HEREUNDER OR ANY EXTENSION OR
EXPANSION THEREOF(INCLUDING REMEDIAL WARRANTY EFFORTS),SHALL IN NO CASE EXCEED THE CONTRACT PRICE EXCEPT AS TO TITLE TO ANY PRODUCTS
FURNISHED.ALL SUCH LIABIL try SHALL TERMINATE UPON THE EXPIRATION OF THE WARRANTY PERIODSPECFIED IN SECTION 13 ABOVE.
b)IN NO EVE,+JT,WtiETHEP.BASED ON CONTRACT,INDEMNITY,WARR..ANTY TORT)INCLUDING NEGLIGENCE),STRICT LIABILITY OR OTHERVv1SE,SHALL SELLER.AND
OR ITS EMPLOYEES BE 11AS E FOR SFECLAL,)NCIDENi IN TAL.EXEMPLARY OR CONSEQUENTIAL DAMAGES CLUDING,BUT NOT LIMITED TO,LOSS OF PROFITS OR
REVENUE,LOSS OF USE OFAINYPROPERTY,COST OF CAPITAL.COST OF PURCHASED POVhER,COST OF SUBSTITUTE E(QUIPMENT,FACILITIES OR SERVICES,
DOV.NTIME COSTS.OR CLAIMS OF CUSTOMERS FOR SUCH DAMAGES".BUYER WILL INDEMNIFY SELLER AND ITS EMPLOYEES AGAINST ANY SUCH CLAIMS FROM THE
BUYER,'S CUSTOMERS.IF THE PRODUCTS OR SERVICES BEING PROVIDED BY SELLER,WILL BE FURNISHED BY THE BUYER TO ATHIRD PARTY BY CONTRACTOR
RELATE TO A.CONTRACT BETIAEEN THE BUYER AND A THIRD PARTY,THE BUYER SHALL OBTAIN FROM SUCH THIRD PARTY A PROVISION AFFORDING SELLER THE
PROTECTION OF THISAJO THE PRECEDfNG RARAGRAPH
16)Warranty Termination Upon Buyer Default Upon fro occurrence of any default by Beyerin payment cf any portion of the purchase price when due,all warranties and all obligations
of Salle,to service the Product or cenrpgnenos delivered by Seller to Buy'rwhether under this transaction or othen-9 shell terminate.
1 T)Pment Infringement Safer war ai"its the'any Products or Software it manufactures will be free a f any rightful claim o f another for infringement of any United States paten.Provided
Buyer gives Seller prompt notice in minting of such claim end permits Seller to contest or settle he same through its own counsel.Seller"will defend Buyer,or may s.tla,at its expense,
any suit or proceeding against Buyer based upon a daimsd infringement which would result In a bm2c of this warranty and pay any settlement amounts or damages a...-arded against
Buyer provided,1—aver,that Seller shall not be liable to the Buyer for any indirect.consequential or incidental darnaoes Includina but not limited le lost pi"o.P.s.Seller wi I,a,its own
cost,obtsin ti Buyer Ins right to use the,Product or Software,or modiry It to avoid Infnngement cr reclaim and replace it with a non-in hinging Product or Software.or grant Bui
2 a"edit for the than value(after reasonable depreciation)of the Product,and accept its return
The above walTanty shall apply neither to any software he warranties of which era solely expi"eased in a soltwans license woompanyna such sorM'am nor to any Ill courts which are(e)
not of Sellers manu'scrum,(h)time lectured to Buyers—design,(c)fumisheq In conjunction with any other products In a Cgmbinatlon not snared by Seller as part of the transallon.
THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIAEILITY OF SELLER FOR PATENT INFRINGEMENTS ArTO IS IN LIEU OF ALL WARRANTIES,EXPRESSED OR
IMPLIED IN REGARD THERETO.
18)Conlir:Rr i Information Documentation,dale,software,Computer appllcanons,and the like,Maher in written or machine readable form,whim Seller suepiiesm the Buyer shall
con5tliute l a'Wentia Informers,.Buyer dgrees nal 10 dissemble or copy any software or ggmputer appiieations and to take fee senahle measures to ensure he sailfidentiallty of such
Confidential Infcrmation.!ncluding he obtativng of binding agreements to this effect tram its employees,and not to disd—the Confidential Mrrnnatlon to any Third party,except as may
be authorized in carting by Seller.This provision shall not apply to information in the Buyers legitimate possession pnor to receipt from Seller or Information which is or becomes
available to the public or becomos general Vnowlsdga In the Industry,o;horwisa Tnan rrrugh the fault of Buyer.
191 Tenor anon:Orders sxap[ed by Seller maybe wrncs7ad oy Buyer only with the molten consent of SH)er!which consent Seller may withheld?and upon paymern of reasgn261e
—ceietion or restocking ichorges.Seller shall have the right to cancel any order placed or to refuse,orto delay,he shipment thereof for failure ref Buyer to meet promptly payments
due Salle-r,or any other reasonable requirements established by Seller,or foranyaetsor"omissions ofBuyer that daley or,mps,r S.:K,0s parfamnanoa InthaaventofbenY.rupteycr
Iesovancy of Buyer,arm the event any proceeding s br not by or against Buyer,voluntanly cr iwoluntanly,under any provision of he Banlouptcy Ad or any insolvency new.SELLER
shall be entibadlo canwl any order hen oulstancIng.stanytime during the period allowed far fifng claims against the=_ate,and shell receive reimbursements for its reasonable and
eroper asrce!I afvm charges.If Seller efecs to mnfinue to make shifmients under any of the.-omsences referenced above,its action shrill not constihrte a waiver of any default by
Bwer or ire:any way affect Gsllars legal remedhes.
20)Applicable Law.T hevalidily,part, once and construction of this contract shall be governed by the laws of the Sate ofTexas and the parties expressty disclaim any applicability of
ins United Nations Convention on he International Sale of Goods.
21)Government Contract Previsions If he Pri to be furnished under this condo rt is to be used In the ashoi eance of a Government contact or subcoMsart,the Government
contract number and a satemert to this effect shall appear on Buyers purchase order,and In such event hose douses of the epplL,aab19 Government procurement reguialon which are,
mand star
"legs"'by Fedoml Statute to be Included in Government subcontracts shall be In-porated heia!n by reference,including,without limitation,the Equal Opportunity Clausa
sped Aed In 41 CFR.Sedan 80 250 4,and the Affirmative Action For Handicapped V.brkers clause:p,tfied in 41 CFR 60 741 4.
22)Interference with Seller Empa oy'eas.
a)Buyer shall not interfere with any employment relationship between So!lerand any employee at Seller.Inducing offering to employ he employee or engaging the employee as a
consWterd o1 Buyer or any of cs af0llales or its other suppliers_The term"employea"Intrudes any person who performs any work for or supplies any services to Seller or for olio Its
customers(cn behalf of Seller)for wages,including but not limited to under a contract of hire by Saller.
b)In the event that Buyer dots interfere with an employment agreement or arrangement between the ernployea and Seller,including offering to employ the employee or engaging the
employee as a consultant of Buyer or any of its affiliates or its other suppliers,Iran Buyer shall pay Seiferhe equiva ant amount of that employee's gross wages gamed during the six
month period immediately prior to the last date o f employment of employee by Seller("danhages")to compensate Seller for its investment in training such employee.Buyer echoes that In
no event will it request or otharvfise induce orparmit employee to disclose to anyone any of the Confidential Information of Seller.
c)Section 22 shall apply 1e9810la1s of whetherthe employes in question had or has a'menarlt not to compoto"with Sellar
23)Expcds.Any instructions by Buyerfor delivery of Products outside the Unted States shall be deemed a representation and wairshi that such instructions correctly speafes the
consignee and correctly describes the ubmi destination ofthe Products.Buyer-agrees to provide such addi6onet information as SELLER may request regarding he identity of the
consignee.
24)Assignment This ccrtrad shall bebinding upon and inure to the beneit afire parties and the successorand assigns orthe entire business and goodwill of either Selleror Buyeror
of that part of the business of tirlher used in the performance,of this contract,but shall not be otheneise assignable.
25)Complete Acreement Modifications:This contract consolutes the entire agreement bel—en the parties I"elating b the sale of Me Product or the performance of Services and r.a
addition to or mr�Jlfinahrn ofany pnvis•.rn shall Ua binding Seger uMess made in wndng and;,good by 2n authorized crncar of Sell9r
26)Notice'.AI notices given hereunder shall be in writing,marled Irsl class,certified or registered,ere delivered by hand to the address of other party set forth in the Duration or to such
otner eddress as such party may m slgnaM frs.time to tune by eu 11 notice,and shall iake effect(a)whin mailed,or!b)wnen recerveo if deliver ad by hand.
2T)Remadtes'AJI Seller rights and remedie9 wiraor-,evidenced hereby orby any other agreement in<trumen-,of paper shall be c 10ilve and Inay be e;rercised sir ujkmyJr
conwrrantly.
Standard Automation and Control d/b/a Wonder-ware West Vendor Services Agreement Page 15 of 17
EXHIBIT B
PRICE SCHEDULE
Upon delivery of Wonderware Version Upgrades, Standard Automation and Control d/b/a Wonderware
West will invoice the City in an amount not to exceed$13,671.32. The City will pay invoice(s)Net 30.
Standard Automation and Control d/b/a Wonderware West Vendor Services Agreement Page 16 of 17
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
VENDOR NAME: STANDARD AUTOMATION AND CONTROL DBA WONDERWARE
WEST
ADDRESS: 600 TRAVIS STREET, SUITE 5300,HOUSTON,TX 77002
SERVICES TO BE PROVIDED: WONDERWARE MODERNIZATION PROGRAM VERSION
UPGRADES AND SUPPORT
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Vendor.
1. Name: Scott Spencer
Position: President
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
�C'�BLL �G�Cy�ZC�i2,
Signature of President/CEO
Other Title:
Date: June 18, 2019
Vendor Services Agreement—Exhibit C Page 17 of 17