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Contract 55958
CSC No. 55958 PURCHASE OF DISCRETE ANALYZER AND FIVE YEAR MAINTENANCE AGREEMENT This PURCHASE AND MAINTENANCE AGREEMENT("Agreement") is made and entered into by and between the CITY OF FORT WORTH(the"City"),a home rule municipal corporation situated in portions of Tarrant,Parker,Denton, and Wise Counties, Texas, as executed by Dana Burghdoff, its duly authorized Assistant City Manager, and KPM, Analytics North America Corp("Vendor"),a Corporation,as executed by Ron Geis,its duly authorized President,North America, each individually referred to as a"party"and collectively referred to as the"parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: l. This Agreement for the purchase of a fully automated,direct read,bench top Discrete Analyzer with a five(5) year preventative maintenance and repair services to include parts,labor and travel expense 2. Exhibit A: Scope of Services Specifications and Requirements 3. Exhibit B: KPM Analytics Care Premium Plan—Extended Warranty and Preventative Maintenance 4. Exhibit C: Vendor's Guaranteed Unit Prices All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents,the terms and conditions of this Purchase and Services Agreement shall control. 1. SCOPE OF SERVICES. Vendor hereby agrees to provide the City with a fully automated, direct read,bench top Discrete Analyzer with a five(5)year preventative maintenance and repair services to include parts,labor and travel expenses for the City of Fort Worth. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit"A," Scope of Services Specifications and Requirements. Vendor warrants that it will exercise reasonable skill,care and diligence in the performance of its services and will carry out its responsibilities in accordance with customarily accepted professional practices and applicable laws. 2. TERM. This Agreement shall begin on the date it is completely executed and shall expire on June 30, 2026, unless terminated earlier in accordance with this Agreement("Initial Term"). City shall have the option,in its sole discretion,to renew this Agreement under the same terms and conditions, for up to four(4)one-year renewal options. 3. COMPENSATION. The City shall pay Vendor in accordance with the fee schedule of Vendor personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit "B"—Unit Prices. The not to exceed amount of the Agreement shall be Ninety-Five Thousand Dollars($95,000.00)for the initial five(5)year contract term and Fifty-Thousand Dollars ($50,000.00)for each one(1)year renewal term. Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expense in writing. 4. TERMINATION. 4.1. Written Notice. The City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds shall have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing conflicts of interest related to Vendor's services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees promptly to make full disclosure to the City in writing upon its first knowledge of such conflict. Vendor, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City,except to the extent that such disclosure is required by applicable law or court order and then only after prior notice to and consultation with the City. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the City promptly if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Vendor agrees that the City shall, until the expiration of three(3)years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor at least five(5)business days' advance notice of intended audits. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. The audit rights conferred by this section shall not permit the City to access records related to the pricing of fixed-price or lump sum amounts,the build-up of agreed rates or unit prices,or Vendor's estimating records. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent,representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. 8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL DAMAGES, CLAIMS, LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES,FOR PERSONAL INJURIES(INCLUDING DEATH)AND THIRD-PARTY PROPERTY DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACT OR OMISSION OF VENDOR, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. THE VENDOR SHALL NOT BE OBLIGATED OR LIABLE TO THE CITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT EXCEPT ITS OWN NEGLIGENCE THAT IS THE FAULT OF THE VENDOR, AND/OR ITS AGENTS, EMPLOYEES, OR SUBCONTRACTORS, OR OTHERS FOR WHOM VENDOR IS LEGALLY RESPONSIBLE. NOTWITHSTANDING THE FOREGOING, VENDOR AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW,TO INDEMNIFY AND HOLD HARMLESS CITY AND ITS OFFICERS,AGENTS AND EMPLOYEES AGAINST COSTS,DAMAGES,OR LOSSES,INCLUDING REASONABLE ATTORNEYS'FEES AND EXPENSES, RESULTING FROM CLAIMS BY THIRD PARTIES FOR PERSONAL INJURIES (INCLUDING DEATH) OR PROPERTY DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS,AGENTS, EMPLOYEES, OR SUBCONTRACTORS IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. VENDOR SHALL NOT BE OBLIGATED TO DEFEND OR INDEMNIFY CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES FOR THEIR RESPECTIVE NEGLIGENCE OR WILLFUL MISCONDUCT. 9. ASSIGNMENT AND SUBCONTRACTING. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City.If the City grants consent to an assignment,the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement, and Vendor shall have no further liability or obligations under the assigned portion of the Agreement. If the City grants consent to a subcontract,the Vendor shall require such subcontractor to execute a written agreement with the Vendor referencing this Agreement and requiring subcontractor to be bound by duties and obligations substantially similar to those of the Vendor under this Agreement as such duties and obligations may apply to the subcontractor's scope of services. The Vendor shall provide the City with a fully executed copy of any such subcontract upon request, with any financial and proprietary information redacted. 10. INSURANCE. Vendor shall provide the City with certificate(s)of insurance documenting policies of the following coverage limits that are to be in effect prior to commencement of any services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $2,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $500,000 Bodily injury per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the Vendor,its employees,agents,representatives in the course of the providing services under this Agreement. "Any vehicle"shall be any vehicle owned, hired and non-owned. (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease-per each employee $500,000 Disease-policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act(Art.8308—1.01 et seq.,Tex.Rev.Civ.Stat.)and policy limits for Employers'Liability of$100,000 each accident/occurrence,$500,000 bodily injury disease policy limit and$100,000 per disease per employee. (d) Professional Liability(Errors&Omissions) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 Certificates. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any services pursuant to this Agreement.All policies except Workers' Compensation and Professional Liability shall be endorsed to name the City as an additional insured thereon, as its interests may appear. All policies except Professional Liability and Employer's Liability shall contain a Waiver of Subrogation for the benefit of the City of Fort Worth. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services.Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement.A minimum of thirty (30)days' notice of cancellation of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Such terms shall be endorsed onto Vendor's insurance policies.Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 10.3 Waiver of Subrogation for Property Insurance. The City and Vendor waive all rights against each other and their officers, officials, directors, agents, or employees for damage covered by builder's risk insurance during and after the completion of Vendor's services. If the services result in a construction phase related to the project, a provision similar to this shall be incorporated into all construction contracts entered into by the City, and all construction contractors shall be required to provide waivers of subrogation in favor of the City and Vendor for damage or liability covered by any construction contractor's policy of property insurance, including builder's risk provided by such contractor, if applicable. 11. COMPLIANCE WITH LAWS,ORDINANCES.RULES AND REGULATIONS. Vendor agrees to comply with all applicable federal, state and local laws,ordinances,rules and regulations. If the City notifies Vendor of any violation of such laws,ordinances,rules or regulations,Vendor shall promptly desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2)delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered,return receipt requested,addressed as follows: To The CITY: To VENDOR: City of Fort Worth KPM Analytics North America Corp Attn: Chris Harder,PE, Water Dept. Director Attn: Ron Geis, President,North America 200 Texas Street 8 Technology Drive Fort Worth TX 76102-6311 Westborough, MA 01581 Facsimile: (817)392-8654 Telephone: (774)399-0450 14. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 15. NO WAIVER. The failure of the City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 16. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action,whether real or asserted,at law or in equity, is brought on the basis of this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 17. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 18. FORCE MAJEURE. The City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation,acts of God,acts of the public enemy,fires,strikes,lockouts,natural disasters,wars,riots,material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 19. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 20. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 21. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such party. 22. ENTIRETY OF AGREEMENT. This Agreement contains all of the covenants, statements, representations and promises agreed to by the parties. To the extent of any conflict, this Agreement supersedes the terms, conditions, and representations set forth in the City's Request for Proposals,Vendor's Proposal and revised cost. No agent of either party has authority to make,and the parties shall not be bound by, nor liable for, any covenant, statement, representation or promise not set forth herein. The parties may amend this Agreement only by a written amendment executed by both parties. 23. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity.The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 24. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1)does not boycott Israel; and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract,Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1)does not boycott Israel; and(2)will not boycott Israel during the term of the contract. Signature Page for Discrete Analyzers IN WITNESS WHEREOF,this Agreement shall be deemed fully executed and effective as of the date signed by the City Secretary shown below. CITY OF FORT WORTH VENDORS LEGAL NAME Awl, By:Dana Burghdoff(Ju 6,20211 : 0 CDT) - Dana Burghdoff Name: on Geis Assistant City Manager Title: President,North America APPROVAL RECOMMENDED: chris-focher Harder Date: 6 7 ZZ By:Christopher Harder(Jun 23,202107:34 CDT) Chris Harder,P.E. Director,Water APPROVED AS TO FORM AND LEGALITY: Witness: By: rista R.Lopez-Reynolds(Jul2,20 13: T, By: Christa R. Lopez-Reynolds Name: L= a Sr. Assistant City Attorney Title: f ,�..tYJlr►. a-. Date: 741`7 17 1 ATTEST: oAq�FOR���aa 't�F°°°°°°°°0.00L d� �d Mary Kayser ���o d City Secretary ��"� If °°° °°° *IC/ Date: Ju17, 2021 �a�nEXp5�od No M&C Required 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 reporting requirements. Patricia Stanley( un_...20__ 1'1 0:18 CDT) Patricia E. Stanley Management Analyst II OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A SCOPE OF SERVICES SPECIFICATIONS AND REQUIREMENTS 1.0 SCOPE 1.1. The City of Fort Worth(City) seeks to purchase of a Fully Automated, Direct Read, Bench-Top Discrete Analyzer for the City of Fort Worth Water and Wastewater Central Laboratory. The equipment application is to analyze various analytes in Surface, Ground, Drinking, Reclaim, Storm Water Runoff, and Wastewater. The analytes are linked to various projects for Water and Wastewater, process control for the City of Fort Worth Water and Wastewater Treatment Plants, Permits and Regulatory Requirements set by the EPA and TCEQ. 2.0 DEFINITIONS/ACRONYMS 2.1. EPA: Environmental Protection Agency 2.2. TCEQ: Texas Commission on Environmental Quality 2.3. SFA: Segmented Flow Analysis 2.4. FIA: Flow Injection Analysis 2.5. TKN: Total Kjeldahl Nitrogen 2.6. OPO4: Orthophosphate 2.7. TPO4: Total Phosphorus 2.8. CN: Cyanide 2.9. Cl: Chloride 2.10. SO4: Sulfate 2.11. QC: Quality control 2.12. LIMS: Laboratory Information Management System 3.0 INSTRUMENT REQUIREMENTS 3.1. The instrument must be a fully automated, direct read, bench top, discrete analyzer and not a continuous flow analyzer(SFA and/or FIA). 3.2. The analyzer must have: 3.2.1. The capability to analyze end-point, Kinetic, Differential, Bi chromatic assays and be fully programmable. 3.2.2. The ability to keep up to 72 reagents loaded into a refrigerated compartment. 3.2.3. The ability for continuous loading of samples, calibrators and controls. 3.2.4. The ability to load urgent samples at any time during the analysis. 3.2.5. A throughput of up to 450 tests per hour 3.2.6. A direct photometry reading system. 3.2.7. A minimum reaction volume of 300uL. 3.2.8. The ability for automatic dilution in pre and post dilution. 3.2.9. A barcode reader for reagents and samples. 3.3. The instrument's Optic System must meet or exceed the following: 3.3.1. Multi-wavelength optics, double beam photometer 3.3.2. 12-wavelengths available with 9 on-board 3.3.3. 6V/IOW halogen source lamp 3.3.4. 0.0001-4.200 Abs linear range 3.3.5. 0.001 Abs resolution 3.4. Sampling System must meet or exceed the following: 3.4.1. Liquid level sensor 3.4.2. Reagent pre-warming at 37 degrees Celsius 3.4.3. Automatic probe washing 3.4.4. Sample volume range:2.0uL-300uL(luL increments) 3.4.5. Reagent Volume: 5.0uL-300uL (luL increments) 3.4.6. Sample pre-dilution 3.4.7. Sample re-run with or without dilution 3.5. The reaction plate must hold at least 80 cuvettes and provide automatic cuvette washing and continuous monitoring of cuvette quality. 3.6. The ability to analyze specific analytical methods as follows: 3.6.1. EPA 310.2 (Alkalinity) 3.6.2. SM 4500C1—E(Chloride) 3.6.3. EPA 335.4 (Cyanide) 3.6.4. EPA 130.1 (Hardness) 3.6.5. SM4500 NO3-H(Nitrate+Nitrite) 3.6.6. EPA 353.2 (Nitrite) 3.6.7. EPA 351.2 (TKN) 3.6.8. EPA 365.1 (OPO4) 3.6.9. EPA 365.4 (Total Phosphorus) 3.6.10.EPA 375.4 (Sulfate) 3.7. Supplier will need provide supporting and/or evidence the discrete analyzer has the ability to analyze analytical methods listed in Section 8.3. 3.8. These methods are critical for compliance monitoring under: 3.8.1. The Clean Water Act 3.8.2. Safe Drinking Water Act 3.8.3. The City of Fort Worth Water and Wastewater Laboratory Accreditation 3.9. The analyzer must have the capability to differentiate the analytes from a blank at the following levels: 3.9.1. Alkalinity l0mg/L 3.9.2. Chloride 1.25mg/L 3.9.3. Cyanide 0.003mg/L 3.9.4. Hardness 14mg/L 3.9.5. Nitrate +Nitrite 0.05mg/L 3.9.6. Nitrite 0.003mg/L 3.9.7. TKN 0.03mg/L 3.9.8. OPO4 0.03mg/L 3.9.9. TP04 3mg/L 3.9.10. Sulfate 6mg/L 3.10. Must be capable of automatic changeover to analyze each analyte and provide automatic shutdown at the end of sample run. 4.0 SOFTWARE 4.1. The software must be Window 10 compatible. 4.2. The software must be a 64-bit application for future upgradeability. 4.3. The ability to produce an output file [ex: cvs, text output] that can be imported into LIMS. 4.4. The software must be able to provide full automatic control of the process of analyzing samples. This must include: 4.4.1. Acquiring data 4.4.2. Quantitation 4.4.3. Producing a report 4.4.4. Ability to upgrade to an incorporated Excel spreadsheet for report flexibility. 4.5. Free Upgrades of the software, when applicable. 4.6. Standard curves must be generated using a variety of curve fitting routines. 4.7. Must be able to select curves with a minimum 6-point calibration curves. 4.8. Must be able to select linear, quadratic or cubic fit curves 4.9. Must be able to use weighing options for the calibration calculations. 4.10. Must be able to calculate the confidence intervals at different confidence levels. 4.11. The software must have the ability to customize the report format and content 4.12. The instrument software must include self-diagnostic functions. 5.0 INSTALLATION 5.1. Supplier to include installation plus two (2) days of onsite training of lab personnel. 5.2. Upon completion of installation and successful testing of discrete analyzer, supplier will submit invoice for processing of payment. 5.3. The vendor shall deliver and install the discrete analyzer to: City of Fort Worth Water and Wastewater Central Laboratory 2600 SE Loop 820 Fort Worth, TX 76140 Main Line: (817) 392-5900 6.0 SUBCONTRACTING: Supplier will not assign or subcontract any or all of itsrights or responsibilities under this Agreement without the prior written approval of the City.Any purported assignments without such approval will be a breach of this Agreement and void in all respects. 7.0 WARRANTY 7.1. Minimum Full One-Year on-site warranty on parts, labor and travel expense. 7.2. Free loaner to be available in the event the analyzer must be sent back to the manufacturer for repairs. 7.3. Manufacturer will be responsible for the packaging of the equipment to be sent back to the manufacturer's facility. 7.4. Free 24-Hour Technical Support for the analyzer and software. 7.5. Official Warranty Statement must be included with the bid. 7.6. The warranty must not have any limitations when the instrument is in operation 24 hours a day 7 days a week. 7.7. When applicable, all equipment requiring replacement will be replaced with a new item and not a refurbished item. 7.8. In addition to any other warranties in this contract, the supplier warrants that all work and products shipped under this agreement conforms to the agreement requirements and is free from any defect in workmanship, equipment, material or design furnished by the Supplier. 7.9. Supplier agrees to repair or replace promptly, on a one-for-one basis without additional cost to the City of Fort Worth, for all defective work and products. The City defines "prompt"repair or replacement to be within twenty-four(24)hours after notification by authorized City personnel. 8.0 SERVICE CONTRACT, EQUIPMENT PREVENTATIVE MAINTENACE AND REPAIRS 8.1. Supplier shall provide a five (5)year all-inclusive pricing for onsite annual preventative maintenance and repair to include parts, labor and travel expense. 8.2. Supplier shall provide information explaining in detail the preventative maintenance agreement with bid submittal. 9.0 BUY-BACK PROGRAM 9.1. If available, Supplier shall provide information explaining their buy-back program of equipment. The information shall state if the Supplier will issue a credit towards a purchase or issue a check. 10.0 INVOICING REQUIREMENTS 10.1. A properly prepared invoice shall be typewritten or computer printed and shall include the Suppliers name and federal tax identification number, invoice number, address, date, service or item description, unit price, extended cost, and City issued purchase order number. 10.2. Incomplete or inaccurate invoices will result in delayed payments, as they shall be returned to the Supplier for correction andre-submittal with the current date. 10.3. All disputed invoices will be resolved and resubmitted within Five (5)business days from the date of dispute. Invoices not returned will be subject to a CAR [corrective action]. 10.4. Supplier shall not include Federal Excise, State or City Sales Tax on its invoices. City shall furnish a tax exemption certificate upon Suppliers request. 10.5. Invoice will be processed for payment upon completion of installation and successful testing of discrete analyzer. EXHIBIT B KPM ANALYTICS CARE PREMIUM PLAN KPM ANALYTIC: S We would like to introduce you to our new service offering, KPM Care Plan. What is KPM Care? It is KPM Analytics new initiative that brings both peace of mind and added value to our service offerings in order to provide our valued customers with the great service they've come to expect. KPM Care has two offers—KPM Care Basic and KPM Care Premium. Product—Sma rtchem KPM Care Our plan indud es the following: • 1 full year of replacement parts(consumables not included) • User Recertification training(provided at time of PM visit,up to 2 hrs) • Prioritized technical support • 1 PM service visitthat includes: o PM parts,labor and travel expenses o All firmware and software updates o Any mechanical updates deemed necessary by the manufacturer a Verification and adjustments of all mechanical alignments o Verification and calibration of all electronic adjustments o Replacement of all peristaltic pump and transmission tubing o Replacement of halogen lamp and balancing of detectors a Replacement of wash station drying pad o Replacement of a full set of curettes In addition to onsite PM service,our plan also includes the following consumables,shipped to arrive with the PM visit o(1)393-5001-600,Halogen Lamp Ito be used at time of PNI visit) o(1)39b-5003-100,Reaction Cuvettes,Pkg/60(to be used at time of PM visit) o(4)390-1003-800,Drying Pad(1 drying pad to be used at time of PM visit) o(2)396-5004-000,Peristaltic Pump Tube,Pkg/3(1 Pkg to be used at time of PM visit) o(2)562-6001-001,Cadmium Reduction Pump Tube,Pkg/12(1 Pkg to be used at time of PM) o(2)365r0366-900,Wash Solution,Pkg/6 o(2)3AS-RNOO-21,Rinse Solution,Each o(4)127-0018-01,Sample Cups, Pkg/1000 o(1)365-0051-601,Tubing Kit(to be used at time of PM visit) •On-site PM service visit determined by KPM Analytic North America. KPM Care Premium Includes all services in KPM care Basic plus one-year extended warranty,parts&labor EXHIBIT C VENDOR'S GUARANTEED UNIT PRICES FORT WORTH. CITY OF FORT WORTH BID OFFER Event ID Page Invited: PUBLIC EVENT DETAILS Event Round Version Submit TO: Cittyy of Fort Worth 1 i P(.fRCHASING DIVISION Event Name LOWER LEVEL CITY HALL iTa Dlacroto oral sor and eaalntorrangv 200 TEXAS ST. Start Time Finish Time Fort Worth TX 76102 Os/OS 2022 0e:0of00 cox Os 20 2021 13,30,00 C= United States Email FMSPurchasingResponsesofortworthtexas gov Line Delalls Line: 1 De aCtlOtlan: Oiv Unit UnilPrice Total Discrete Analyzer Fully Automated,Direct Read,Bench Top including Installation, Training,Software,and Delivery'A Continuous Flow Analyzer(SFA and/or FIA) 100 EA will na[be Accepted' 568,085.00 f6B4O85.00 Brand Name: Sma rtChem 450 Line: 2 fl_eacriPtmn: ON Unit UnilPrice Total Discrete Analyzer Preventative Maintenance.5 1 00 EA Year Term mcludiag minimum Full One Year Warranty on Parts,Labor,and Travel Expense 5,900.00 per ye r x 5 each f29,50a.00 Line: 3 Qescription: Qty Unit Unitplice Total Trade in AllowancerBuyBack Program(deduct) 1 00 EA 'If Applicable' -Sa,000.00 -Sa,aoa.00 Total Bid Amount: f $93,585.00 FORT WORT'Hm CITY OF FORT WORTH BID OFFER 1-- 10 Pepe Invited: PUBLIC EVENT DETAILS CFM01-21 0123 2 Event Round Version Event Name MAI— and r1iiin-ajimigA of Fort Worth Stnrt 1me FMioh Time Submit To: PU 2CHAS1 G DIVISION 03 as/2a21 011v00,00 ear OS 2a O21 11,30:0e mr LOWER LEVEL CITY HALL 200 TEXAS ST Fool Worth TX r6102 Urided Stales Email- FMSPurchasingRespon (ofortworthtexas-gov ITB Signing Sheet The undersigned,by his/her signature,represents that he/she is submitting a binding bid and is authorized to bind the respondent to fully comply,with the solicitation document contained herein The Authorized Person,by signing and submitting, acknowledges that he/she has received and read the entire document packet sections defined above including an documents incorporated by reference,and agrees to be bound by the terms themin_Documents are hereby incorporated into this Sdicitabon by reference,with the same force and efrect as if they were incorporated in full text-The period for acceptance of this bid=1 be one hundred and twenty(120)calendar days after"Finish time/End Date Time"- Legal Name and d/b/a: KPM Analytics Address: 8 Technology Drive City,State,zip_ Westborough.MA 01581 Bidder/Supplied ID with City of Fort Wort I Federal ID Number(TIN): Fed ID#04-3339302 Name of the Authorized Representative: Marti JBnesse Tine. Technical Sales Manager-Midwest Signature of the Authorized Representative and Date- Email Address:mye—Sap_jWfnmanalytm-<sorn Phone Number: A16-5171103-11664 Will agreement be available for Cooperative Agreement use'?Yes No ('See Section 1t, Cooperative Purchasing of Part Il, Scope of Services and/or Specifications) CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2021-768392 KPM ANALYTICS NORTH AMERICA CORP WESTBOROUGH, MA United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 06/17/2021 being filed. CITY OF FORT WORTH WATER AND WASTEWATER CENTRAL LABORATORY Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. ITB 21-0123 bench top Discrete Analyzer with a five(5)year preventative maintenance and repair services to include parts, labor and travel expense 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary ELBAR U PARK LLC TULSA,TX United States X UNIVERSITY OF NOTRE DAME DU LAC SOUTH BEND, IN United States X UNIVERSITY OF TEXAS INVESTMENT MGT COMPANY AUSTIN, TX United States X MCGUIRE, PETER WESTBOROUGH, MA United X JONES, MORGAN WESTBOROUGH, MA United X ROSS, CAREY WESTBOROUGH, MA United X MITCHELL, BRIAN WESTBOROUGH, MA United X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is !FZ02.AN ca (_TO G f►w and my date of birth is 4 4-(0 9 Myaddress is ( e'1A c'tiS -by2 14U0,50in WV 017y 9 U.S. (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct.Executed in LUG QC:ESn;Yt County, State of 1�I A ,on the {? day of AQft 1r 20 21 (month) (year) ature of authoriz gent o contracting business entity (D !.rant Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.ceffd98a 6/11/2021 DIRECT ACCESS SUBSCRIBER LOGIN TEXAS SECRETARY of STATE JOSE A. ESPARZA SOSDirect Account Login KPM ANALYTICS NORTH AMERICA CORPORATION, You are logged into the SOSDirect web site. Your client status indicates you are permitted full access to all UCC, Business Organizations, and Trademarks functionality available on the SOSDirect site. Your session code is: 061121 UY3211. Please make note of this session code so that you may review your briefcase to check on status of and retrieve orders. Fees paid by Credit Card are subject to the statutorily authorized convenience fee of 2.7%of total fees. Instructions: Select UCC, Business Organizations or Trademarks above to begin working. Session code is the identifier for all work done during this session. Please write this down as it may be required to retrieve the results of your work later. https://direct.sos.state.tx.us/acct/aoct-login.asp?spage=login4 1/1 Form W=9 Request for Taxpayer Give Form to the (Rev.October2018) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to wwwJrs.gov/FormW9 for instructions and the latest information. 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. KPM ANALYTICS N.A.CORPORATION 2 Business name/disregarded entity name,It different from above aa) 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to following seven boxes. certain entities,not individuals;see a instructions on page 3): p ❑ Individual/sole proprietor or ❑✓ C Corporation ❑ S Corporation ❑ Partnership ❑Trust/estate to single-member LLC ai a Exempt payee code(if any) 0 ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► `o Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting c LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is code(if any) a another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that o is disregarded from the owner should check the appropriate box for the tax classification of its owner. w o ❑ Other(see Instructions)► (Applies 0 acc fs maintained outside the U.S) w y 5 Address(number,street,and apt.or suite no.)See instructions. Requester's name and address(optional) a) 8 TECHNOLOGY DRIVE SUITE 100 6 City,state,and ZIP code WESTBOROUGH,MA 01581 7 List account numbers)here(optional) Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup withholding.sole Far individuals,this is generally your social security number(Sate).However,for a -m resident alien,sole proprietor,or disregarded entity,see the instructions for Part 1,later.For other entities,it is your employer identification number(EIN).If you do not have a number,see How to get a TIN,later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and I Employer identification number Number To Give the Requester for guidelines on whose number to enter. MO4 - 3 3 3 9 13Tofl2 gig= Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.1 am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part 11,later. Sign Signature of Here U.S.person► Date► p' 2 General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise .Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest information about developments .Form 1099-8(stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to www.irs.gov/FormW9. •Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest),1098-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption .Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number (EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident amount reportable on an information return.Examples of information alien),to provide your correct TIN. returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No.10231X Form W-9(Rev.10-2018) 76/11/2021 (MM/DDYYY) ,a`oRtfl° /Y CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Arthur J. Gallagher Risk Management Services, Inc. PHONE FAX 470 Atlantic Avenue A/C No Ext: 617-261-6700 A/C,No):617-531-7777 Boston MA 02210 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# License#:BR-724491 INSURERA: Federal Insurance Company 20281 INSURED KPMANAL-01 INSURER B: Underwriters at Lloyd's London 15792 KPM Analytics 113 Cedar Street INSURER C Milford MA 01757 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1824952815 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY Y Y 36052312 10/14/2020 9/30/2021 EACH OCCURRENCE $1,000,000 DA CLAIMS-MADE � OCCUR PREM SES Ea occurrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY D jRa LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y Y 99494610 10/14/2020 9/30/2021 COMBINED SINGLE LIMIT $1,000,000 Ea accident ANYAUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DIED RETENTION$ $ A WORKERS COMPENSATION 71765391 9/30/2020 9/30/2021 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $500,000 OFFICER/MEMBEREXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 B Errors and Omissions Liability W1 E1 B3200401 9/1/2020 9/30/2021 Occ/Agg 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Fort Worth is included as an Additional Insured as respects to the general liability and auto policies,pursuant to and subject to the policy's terms, definitions,conditions and exclusions. A Waiver of Subrogation applies to certificate holder,as respects to the general liability and auto policies,pursuant to and subject to the policy's terms, definitions,conditions and exclusions. A 30 Days Notice of Cancellation applies,except 10 for Non-Payment of Premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Fort Worth Water and Wastewater Central ACCORDANCE WITH THE POLICY PROVISIONS. Laboratory 2600 SE Loop 820 AUTHORIZED REPRESENTATIVE Fort Worth TX 76140 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD