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HomeMy WebLinkAboutContract 56335-A1R2CSC No. 56335-A1R2 AMENDMENT 1 AND RENEWAL 2 TO CITY SECRETARY CONTRACT NO. 56335 This Amendment and Renewal is entered into by and between the City of Fort Worth (hereafter "City"), a Texas home rule municipality, and Pendar Technologies, LLC ("Vendor"), each individually referred to as a "Party" and collectively as the "Parties". WHEREAS, the Parties previously entered into City Secretary Contract 56335 (the "Agreement"), a Cooperative Purchase Agreement created between the Parties to purchase Chemical Detector with accessories, training, and warranty. WHEREAS, the Initial Term of the Agreement began on September 09, 2021 and terms stipulated that the Agreement would be reviewed by both Parties after one year and authorized for three (3) one-year renewals; and WHEREAS, the Parties wish to amend the Agreement in order to increase the total yearly compensation from $64,000.00 to $100,000.00; and WHEREAS, the Parties agree to amend Exhibit A of the Original Agreement to reflect an increase in the Vendors unit prices; and WHEREAS, the Parties also wish to renew the Agreement for an additional term from September 10, 2023 to September 09, 2024. NOW, THEREFORE, the Parties, acting herein by and through their duly authorized representatives, enter into the following agreement: 1. AMENDMENTS TO AGREEMENT The following terms are hereby amended to replace the referenced terms in the Agreement and shall be binding and enforceable as if they were originally included therein. 1. Compensation. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the second year by City shall be in the amount of One Hundred Thousand Dollars ($100,000.00). Vendor shall not provide any additional items or 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. 2. Exhibit A of the Original Agreement is hereby deleted in its entirety and replaced with Exhibit A attached: 2. RENEWAL The term of the Agreement is hereby renewed for an additional year to begin on September 10, 2023 and expire on September 09, 2024, unless terminated earlier in accordance with the Agreement. OFFICIAL RECORD 3. CITY SECRETARY FT. WORTH, TX CSC 56335 Amendment 1 Renewal 2 Page 1 of 3 ALL OTHER TERMS SHALL REMAIN THE SAME All other provisions of the Contract which are not expressly amended herein shall remain in full force and effect. 4. ELECTRONIC SIGNATURE This Amendment and Renewal may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as anoriginal. (signature pagefollows) CSC 56335 Amendment 1 Renewal 2 Page 2 of 3 ACCEPTED AND AGREED: CITY OF FORT WORTH: ByValerie Washi �n (Jun 13, 2023 15:01 CDT) Valerie Washington Assistant City Manager Date: Jun 13, 2023 APPROVAL RECOMMENDED: By:J s Davis 13, 2023 09:58 CDT) James Davis Fire Chief ATTEST: ba4vvnn�� FOo ��ao 0—o oo Pv000 =d ppa* o 000*�d b By: d Jannette Goodall City Secretary Pendar Technologies, LLC: Seamus Digitally signed by Seamus FO a A0109B300000 Fogarty:A0109B300000173B6293 g �' A4F0001B6B4 By: 173B6293A4F0001 B6B4 Date: 2023.06.12 14:48:57 -04'00' Name: Seamus J. Fogarty Title: Chief Financial Officer Date: June 12, 2023 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. By: Br aRa`y(Jun 12,202315:20 CDT) Brenda Ray Fire Purchasing Manager APPROVED AS TO FORM AND LEGALITY: By: Taylor Paris Assistant City Attorney CONTRACT AUTHORIZATION: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CSC 56335 Amendment 1 Renewal 2 Page 3 of 3 PENDAR TECHNOLOGIES Company Address 30 Spinelli Street Cambridge, MA 02138 United States Prepared By Arran Bibby Email abibby@pendar.com Phone +1 (404) 386-0480 Contact Name Contact Email Contact Phone Quote Information Katya Flores katya.flores@fortworthtexas.gov 817-392-6443 Exhibit A Created Date 6/10/2023 Expiration Date 9/30/2023 Quote # FOR62023384 Bill To Name Fort Worth Fire Department Bomb Squad Bill To Fort Worth Arson/Bomb Squad 715 Texas St. Fort Worth, TX 76102 USA Lead Time 60 Days ARO Terms Net 30 S010-WTY-1YR Pendar X10 Additional Year Warranty, Service, Parts & Labor (Up to 5 yrs) 1.00 $6,319.90 $6,319.90 Pendar X10 - Handheld Raman standoff chemical detector (GSA Price). 100010-00 Includes delivery, training, and first year warranty, service, parts & labor. 1.00 $63,199.00 $63,199.00 GSA Contract # 47QSWA20D008W - Expires 07/27/2025 S010-VH (Optional) Vial holder accessory for Pendar X10 1.00 $5,000.00 $5,000.00 Total Price $74,518.90 You may be eligible to purchase through our GSA contract # 47QSWA20D008W at a discounted price. Please contact us for more information. See Terms and Conditions attached in the following pages. PENDAR TECHNOLOGIES PENDAR GENERAL TERMS AND CONDITIONS FOR THE SALE OF PRODUCTS AND SERVICES 1. Applicability. (a) All orders for the sale of all products, services, or both, are subject to review, approval, and acceptance by Pendar Technologies, LLC ("Pendar"). If an order is accepted by Pendar, these terms and conditions of sale (these "Terms") are the only terms which govern the sale of the products sold by Pendar (the "Products"), and any associated services ("Services"), or both, to the buyer named in a quote, purchase order, or proposal (the "Buyer"). Notwithstanding anything herein to the contrary, if a written contract signed by Pendar and the Buyer is in existence covering the sale of the Products and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. (b) BY PLACING A PURCHASE ORDER OR OTHER AGREEMENT FOR PENDAR'S PRODUCTS, SERVICES, OR BOTH ASSOCIATED WITH PENDAR'S QUOTATION OR PROPOSAL FOR THE PRODUCTS, SERVICES, OR BOTH OR USING ANY PART OF THE PRODUCTS, SERVICES, OR BOTH, YOU ACKNOWLEDGE THAT YOU HAVE READ THE QUOTATION OR PROPOSAL, THESE TERMS AND CONDITIONS, THAT YOUR COMPANY OR OTHER ENTITY UNDERSTAND THEM AND THAT YOUR COMPANY OR OTHER ENTITY AGREE TO BE BOUND LEGALLY BY THESE TERMS AND CONDITIONS. (c) The accompanying quote or proposal (which identifies the Products or Services sold) which may include a statement of work (collectively, the "Proposal") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer's terms and conditions of purchase regardless of any terms or conditions which may be included in Buyer's purchase order form or other communication from Buyer. Pendar's acceptance is conditional upon Buyer's assent to, or if this writing is construed as the offer, acceptance hereof is expressly limited to the terms and conditions set forth herein. It is agreed that sales are made only on the terms and conditions herein and any terms or conditions other than those set forth herein are hereby objected to by Pendar and shall not become a part of the agreement of sale unless expressly agreed to in writing by an authorized representative of Pendar. Pendar objects to all supplemental or inconsistent terms and conditions in any purchase order or other communication from Buyer. Pendar's failure to object to any specific term or condition contained in Buyer's purchase order or other communication shall not be deemed to be acceptance of such term or condition. Pendar quotations are not firm unless expressly indicated, with a specific period of time during which the quotation will remain firm on the face thereof. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms. 2. Delivery of Products and Performance of Services. (a) The Products will be delivered to Buyer at the dates specified in Buyer's purchase order that has been accepted by Pendar, subject to availability of and the manufacturing schedule for the finished Products and availability of the Services. Pendar shall not be liable for any delays, loss or damage in transit. In no event will Pendar be liable for increased costs, loss of profits or goodwill, or any other incidental or consequential damages caused by late delivery or non -delivery of Products or Services. (b) Pendar may, without notice, discontinue the production or sale or modify the design or material specification of any Product or parts thereof. In such an event, Pendar has no liability or obligation to the Buyer, including without limitation, any obligation to modify a Product previously ordered. Pendar does not warrant the continued availability of any of the Products or Services and Buyer expressly releases Pendar from any liability for any loss or damage to Buyer arising out of or by virtue of Pendar's ability to accept or fulfill any Proposal due to particular shortages or general product unavailability. (c) Unless otherwise agreed in writing by the parties, Pendar shall cause the delivery of the Products to Buyer's specified location (the "Delivery Point") using commercially reasonable standard methods for packaging and shipping such Products. Buyer shall take delivery of the Products within two calendar days of Pendar's written notice that the Products have been delivered to the Delivery Point. Buyer shall be responsible for all loading costs and provide suited for receipt of the Products at the Delivery Point. (d) Pendar may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order or other agreement. (e) If for any reason Buyer fails to accept delivery of any of the Products on the date fixed pursuant to Pendar's notice that the Products have been delivered at the Delivery Point, or if Pendar is unable to deliver the Products at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Products shall pass to Buyer; (ii) the Products shall be deemed to have been delivered; and (iii) Pendar, at its option, may store the Products until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). (f) Pendar shall use reasonable efforts to meet any performance dates to render the Services specified in the Proposal, and any such dates shall be estimates only. (g) With respect to the Services, Buyer shall (i) cooperate with Pendar in all matters relating to the Services and provide such access to Buyer's premises, and such office accommodation and other facilities as may reasonably be requested by Pendar, for the purposes of performing the Services; (ii) respond promptly to any Pendar request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Pendar to perform Services in accordance with the requirements of this Agreement; (iii) provide such customer materials or information as Pendar may reasonably request to carry out the Services in a timely manner and ensure that such Buyer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents PENDAR TECHNOLOGIES and comply with all applicable laws in relation to the Services before the date on which the Services are to start. 3. Non -Delivery. (a) Pendar shall not be liable for any non -delivery of Products (even if caused by Pendar's negligence) unless Buyer gives written notice to Pendar of the non -delivery within three calendar days of the date when the Products would, in the ordinary course of events, have been received. (b) Any liability of Pendar for non -delivery of the Products shall be limited to replacing the Products within a reasonable time or adjusting the invoice respecting such Products to reflect the actual quantity delivered. (c) Buyer acknowledges and agrees that the remedies set forth in Section 3 are Buyer's exclusive remedies for the delivery of Nonconforming Products. Except as provided under Section 3(c), all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased under this Agreement to Pendar. 4. Shipping Terms. Delivery of the Products shall be made FOB Destination. Pendar shall make delivery to the location specified on the face of the Proposal. 5. Title and Risk of Loss. Title and risk of loss passes to Buyer upon delivery of the Products at the Delivery Point. As collateral security for the payment of the purchase price of the Products, Buyer hereby grants to Pendar a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Massachusetts Uniform Commercial Code. 6. Buyer's Acts or Omissions. If Pendar's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, suppliers, consultants, or employees, Pendar shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay. 7. Inspection and Rejection of Nonconforming Products. (a) Buyer shall inspect the Products within three calendar days of receipt ("Inspection Period"). Buyer will be deemed to have accepted the Products unless it notifies Pendar in writing of any Nonconforming Products during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Pendar. "Nonconforming Products" means only the following: (i) product shipped is different than identified in Buyer's purchase order; or (ii) product's label or packaging incorrectly identifies its contents. (b) If Buyer timely notifies Pendar of any Nonconforming Products, Pendar shall, in its sole discretion, (i) replace such Nonconforming Products with conforming Products, or (ii) credit or refund the Price for such Nonconforming Products, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Products to Pendar's facility as identified by Pendar. If Pendar exercises its option to replace Nonconforming Products, Pendar shall, after receiving Buyer's shipment of Nonconforming Products, ship to Buyer, at Buyer's expense and risk of loss, the replaced Products to the Delivery Point. (c) Buyer acknowledges and agrees that the remedies set forth in Section 7(a) are Buyer's exclusive remedies for the delivery of Nonconforming Products. Except as provided under Section 8(b), all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased under this Agreement to Pendar. 8. Price. (a) Buyer shall purchase the Products and Services from Pendar at the prices (the "Prices") set forth in Pendar's Proposal. (b) All prices are firm, and the Proposal cannot be divided into separate procurements. If all proposed Products, Services, or both are not ordered, all Prices are subject to change. (c) All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Pendar's income, revenues, gross receipts, personal or real property, or other assets. 9. Payment Terms. (a) Pendar will invoice at time of shipment of the Product to Buyer or upon performance of Services, as agreed. Buyer shall pay all invoiced amounts due to Pendar fifteen days from the date of such invoice, unless the Proposal states otherwise. Buyer shall make all payments hereunder in U.S. Dollars by wire transfer to: Berkshire Bank, ABA# 211871691, SWIFT Code BERKUS33, Account number 662202411. The Account name is Pendar Technologies LLC. (b) Until such time that payment in full is received by Pendar, Buyer grants Pendar a security interest in and lien on all delivered Products and all accounts, chattel paper, instruments, contract rights, general intangibles, accounts receivables, and the proceeds of those not existing or later arising out of Buyer's sale or other disposition of the Products. Buyer shall cooperate in whatever manner is necessary for Pendar to perfect and record such security interested and lien by completing a UCC-1 form (or any similar form that may be applicable) and any other security as Pendar may reasonably request from time to time. (c) Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Pendar for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Pendar does not waive by the exercise of any rights hereunder), Pendar shall be entitled to suspend the delivery of any Products or performance of any Services if Buyer fails to pay any amounts when due hereunder and such failure continues for ten days following written notice thereof. (d) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Pendar, whether relating to Pendar's breach, bankruptcy or otherwise. 10. Software License Agreement. All software and firmware made available by Pendar to Buyer is subject to the terms and conditions of Pendar's applicable Software License Agreement(s) (SLA), which is fully incorporated into this Agreement as Attachment A. Except for the right to use the software and Products for the purposes provided herein which arises by operation of law, and except as expressly provided PENDAR TECHNOLOGIES herein, nothing contained in this Agreement shall be deemed to grant Buyer or Buyer's End Users either directly or by implication, estoppel, or otherwise, any license or right under any patents, copyrights, trademarks or trade secrets of Pendar or any third party. 11. U.S. Government Orders. Pendar's Products are Commercial Items as defined in Federal Acquisition Regulation (FAR) 2.101. If this Agreement is in furtherance of a sale to a U.S. federal government prime contractor, only those FAR provisions that are mandatory and to the extent applicable, under FAR Subpart 12.5 are applicable to this Agreement. Further, the Products meet the definition of a commercial item and information technology as defined in FAR 2.101, therefore consistent with FAR 25.103(e), acquisitions of information technology meeting the commercial item definition, and using fiscal year 2004 or subsequent funds are exempt from the Buy American Act and Balance of Payments Act. Pendar makes no representation or certifications with respect to the ability of the Products, Services, or prices, to satisfy any laws, regulations or provisions governing or relating to sales to the U.S. Government, including, but not limited to, place of product origin, manufacture, or assembly. (i.e., under the Buy American Act or Trade Agreements Act), contracting with small, minority, or diversity suppliers, payment of prevailing wages, or price guarantees and commitments. The following clauses, if applicable pursuant to the regulatory language, are incorporated by reference from the FAR with the same force and effect as if they were given in full text. 52.203-13 Contractor Code of Business Ethics and Conduct (Jun 2020) 52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (Jun 2020) 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020) 52.209-6 Protecting the Government's Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Jun 2020) 52.212-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders — Commercial Items (Aug 2020) 52.219-8 Utilization of Small Business Concerns (Jul 2013) 52.222-17 Nondisplacement of Qualified Workers (Jan 2013) 52.222-26 Equal Opportunity (Mar 2007) 52.222-35 Equal Opportunity for Veterans (Jun 2020) 52.222-36 Equal Opportunity for Workers with Disabilities (Jun 2020) 52.222-40 Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) 52.222-41 Service Contract Act of 1965 (Nov 2007) 52.222-50 Combating Trafficking in Persons (Feb 2009) 52.222-51 Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment --Requirements (Nov 2007) 52.222-53 Exemption from Application of the Service Contract Act to Contracts for Certain Services --Requirements (Feb 2009) 52.222-54 Employment Eligibility Verification (Jul 2012) 52.225-26 Contractors Performing Private Security Functions Outside the United States (Jul 2013) 52.226-6 Promoting Excess Food Donation to Nonprofit Organizations. (Mar 2009) 52.247-64 Preference for Privately -Owned U.S. Flag Commercial Vessels (Feb 2006) No other FAR or FAR Supplement provisions, nor any other prime contract provisions, are accepted by Pendar, even if referenced in Buyer's purchase orders, unless Pendar expressly agrees to such, in writing. Pendar does not represent that any ordered items necessarily meet new materials requirements. 12. Warranty and Warranty Disclaimer. (a) Pendar warrants to Buyer that, for a period of 12 months from the date of delivery of the Product, such Product shall be free from defects in material and workmanship ("Original Warranty Period"). Buyer has the option, during the Original Warranty Period to purchase from Pendar an extended warranty for up to 5 years at pricing to be provided by Pendar if and when Buyer exercises such option. All Products that have been damaged or tampered with, are not eligible for the extended warranty. (b) For Product to be returned under the provisions of this Section 12, the Buyer must provide the serial numbers of Products to be returned and obtain a Return Material Authorization number ("RMA") from Pendar for the specific Product and quantity to be returned. Buyer will return the Product in a suitable shipping carton with the RMA number displayed on the outside of the carton. The return must be received by Pendar within thirty (30) days from date of issuance of the RMA number. If Pendar finds no defects or deviations from the Product and cannot duplicate the problem the Buyer agrees to accept such Products and pay the cost of return shipment. (c) Pendar reserves the right to repair or replace the Product at its sole discretion. In repairing or replacing any Product, or part of a Product under this warranty, Pendar may use new, remanufactured, reconditioned, refurbished, or functionally equivalent Products or parts. Returned Products that are not repaired and returned to the Buyer will become the property of Pendar. (d) EXCEPT FOR THE WARRANTY SET FORTH IN THIS SECTION 12, PENDAR MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS OR SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. NO ORAL OR WRITTEN REPRESENTATIONS MADE BY PENDAR SHALL CREATE A WARRANTY FROM PENDAR. 13. Intellectual Property. (a) Pendar, and its licensors, shall own and shall retain all right, title and interest in and to: (a) any of its intellectual property rights, including any development thereof (including all copies, modifications, improvements and derivative works thereof, by whomever produced); (b) all of its service marks, trademarks, trade names or any other designations associated with their technology and products; and (c) all mask works, copyrights, patent rights, trade secret rights, and other proprietary rights relating to the technology and products, whether registered or not (collectively "Intellectual Property Rights"). All intellectual property rights in work or resulting from work done by or on behalf of Pendar pursuant to this Agreement, if performed, and any subsequent modifications to same shall exclusively vest in Pendar. (b) Buyer shall not translate, reverse engineer, decompile, disassemble, or make any other unauthorized use of the Products provided under PENDAR TECHNOLOGIES this Agreement. Buyer acknowledges and agrees that in addition to any other remedies available to Pendar or its suppliers, Pendar or its suppliers are entitled to equitable relief to protect any trade secrets, including without limitation, temporary and permanent injunctive relief without proof of damage. (c) Buyer shall not make or permit the removal or modification of any trademarks or tags, proprietary notices, labels, or other identifying marks placed by Pendar on the Products or associated packaging, manuals, or other associated material. 14. Other Governmental Matters. Buyer or its end -user, if any, is solely responsible for obtaining any licenses or other authorizations required by other federal, state, or local governmental agency. Buyer, or its end -user, if any, is solely responsible for complying with applicable laws, rules and regulations of any other federal, state, or local government agency. In all other governmental matters, Pendar is not an agent of Buyer or Buyer's end -user. 15. Limitation of Liability. (a) IN NO EVENT SHALL PENDAR BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT PENDAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. (b) IN NO EVENT SHALL PENDAR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT, OR OTHERWISE RELATED TO THE PROVISION OF PRODUCTS HEREUNDER SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO PENDAR FOR THE PRODUCTS SOLD HEREUNDER. PENDAR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT OR OTHERWISE RELATED TO THE PROVISION OF SERVICES IS FOR THE RE -PERFORMANCE OF SUCH SERVICES ONLY. (c) The limitation of liability set forth in Section 15(a) shall not apply to (i) liability resulting from Pendar's gross negligence or willful misconduct and (ii) death or bodily injury resulting from Pendar's acts or willful omissions. 16. Intellectual Property Indemnification. If Buyer becomes a defendant in a suit based on a claim that any Product furnished under this Agreement directly infringes on a U.S. patent or copyright, Buyer shall provide Pendar with prompt notice, in writing, of the suit. If such prompt notice is provided, Pendar, in its sole discretion, will be given control of the suit and Buyer shall cooperate with all requested assistance to Pendar for defense. This indemnity does not extend to any suit based on any infringement or alleged infringement of any patent or copyright resulting from the combination of any Product furnished under this Agreement with other elements, nor does it extend to any product of Buyer's design or otherwise. 17. Indemnification. Each party will indemnify, defend and hold the other harmless against all claims, losses, liabilities, damages and costs (including reasonable attorneys' fees) for death, bodily injury and tangible property damage (other than damage to the Products) arising out of or resulting from any negligent or intentional act or omission of such party or any of its employees, agents, contractors or representatives. This indemnity shall only be enforceable provided that: (i) the party being claimed against shall promptly notify in writing the party who is providing the indemnification of the claim; (ii) the party who is providing indemnification will have sole control of the defense and all related settlement negotiations; and (iii) the party being claimed against shall give the party who is providing indemnification all information and reasonable assistance related to the defense of the claim. 18. Compliance with Laws and Export Control. Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer assumes all responsibility for shipments of Products requiring any government export clearance. Buyer agrees that it shall not and shall inform its End Users that they may not, in any form export, re- export, resell, ship or divert or cause to be exported, re-exported, resold, shipped or diverted directly or indirectly any Products, parts, source code or technical data in any form or a direct product thereof without obtaining appropriate export or re-export licenses from the respective government authority of the United States of America. 19. Termination. In addition to any remedies that may be provided under these Terms, Pendar may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement and such failure continues for ten days after Buyer's receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. 20. Waiver. No waiver by Pendar of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Pendar. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 21. Pendar Authorized Representative. Only Pendar authorized representative, Seamus Fogarty may accept or approve changes to these terms and conditions. 22. Confidential Information. All non-public, confidential or proprietary information of Pendar, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Pendar to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" or "proprietary" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Pendar in writing. Upon Pendar's request, Buyer shall promptly return all documents and other materials received from Pendar. Pendar shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non -confidential basis from a third party. 23. Force Majeure. Pendar shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any PENDAR TECHNOLOGIES failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Pendar including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemics, pandemics, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage), provided that, if the event in question continues for a continuous period in excess of sixty days, Buyer shall be entitled to give notice in writing to Pendar to terminate this Agreement. 24. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Pendar. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement. 25. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. 26. No Third -Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. 27. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Commonwealth of Massachusetts. 28. Time for Claim. Except for money due on an open account, no action for breach of this Agreement may be brought more than two years after the cause of action accrues. Where there is a shorter limitation period provided by applicable law for a particular cause of action, no action may be brought after that period expires. 29. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the Commonwealth of Massachusetts in each case located in the County of Middlesex and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. 30. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Proposal or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre -paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section. 31. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 32. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Warranty, Limitation of Liability, Compliance with Laws, Confidential Information, Intellectual Property Indemnification, Indemnification, Governing Law, Submission to Jurisdiction and Survival. 33. Headings. Section and paragraph headings used in this Agreement are for convenience only and cannot be used to construe the provisions of this Agreement. 34. Amendment and Modification. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party. CSC No. 56335 CSC No. 56335-Rl CITY OF FORT WORTH CONTRACT RENEWAL NOTICE July 13, 2022 Pendar Technologies, LLC Attn: Seamus J. Fogarty Chief Financial Officer 30 Spinelli Place Cambridge, MA 02138 Re: Contract Renewal Notice Contract No. CSC No. 56335-R1 (the "Contract") Renewal Term No. 1: July 28, 2022 to September 9, 2023 The above referenced Contract with the City of Fort Worth expires on July 27, 2022 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional one (1) year period, which will begin immediately after the Expiration Date. All other terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with a copy of your current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to provide a signed acknowledgment does not affect the renewal. Please log onto PeopleSoft Purchasing at http://fortworthtexas.Rov/purchasing to ensure that your company information is correct and up-to-date. If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below. Sincerely, Brenda Ray Sr. Contract Compliance Specialist Brenda.raynfortworthtexas. aov OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 1 of 4 CSC No. 56335 ACCEPTED AND AGREED: CITY OF FORT WORTH Vd,,kk - By: ValeriQWashington(Aug 31,202223:25 CDT; Name: Valerie Washington Title: Assistant City Manager Date: Aug 31, 2022 F U U 19 \ ,VA ,AI 0I9 By: Jim Davis Title: Fire Chief J s Davis 29, 202216:24 CDT) ATTEST: By: �e S. Gooda�(Se , 2 1�50 CDT) Name: Jannette Goodall Title: City Secretary Contract Renewal 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. • .. T7 By: Mark Rauscher(Aug 29,202214:23 CDT) Name: Mark Rauscher Title: Assistant Fire Director APPROVED AS TO FORM AND LEGALITY: Y Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: WKI OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX rdgu L. U1 y CSC No. 56335 Pendar Technoloizies. LLC Seamus Digitally signed by Seamus FOgaYty:A0109B30000017 Fuga rty A0109B3000001]366293 MFw016664 By: 3B6293A4F0001B6B4 Dale 2022.072510 ss 41 oa'W Name: Seamus J. Fogarty Title: Chief Financial Officer OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 3 of 4 CSC No. 56335 cov GSA Quote.pdf PendarTechnalogies, LLC, go 30 3;pineli Place Sufe 101 * ralntridge. MA D2133 Phone +1 1317—SM4125 PENDA I . i e ELiL To Lt Edward NEAman Fort Waath Arsoni Bamn Squad 7115TemsSt Fort Wotth 9W-T:IM26F3 I 9 1 TX 75102 RF4�%M ar.1■r Lam Twr _ � j 120 Dsys A O j 34 a5A -Conlraet # 4103WR2OCA0EM Expcatlon bz* 27.lvl.23 U I ITMOES M"Om qyr ME RA-M l mmW 1 Handheld Pendsr X10 Rs con sinindoTl chemical demala 1 as. $f33.1 09.00 $53J99_l10 Part Number 100aai-02 2 ❑elvely 1 ea. sa.uo 3 irainding 1 ea. SQ.00 Th,ilkyaulbrymEKbusaossst TOTAL S63,1",00 Contract Renewal Page 4 of 4 FoRT WoxTR CSC No. 56335 CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between Pendar Technologies, LLC ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A — Seller's Quote, Scope of Services or Purchase Order; 3. Exhibit B — Cooperative Agency Contract (e.g., NJPA, DIR, BuyBoard); and 4. Exhibit C — Conflict of Interest Questionnaire Exhibits A, B, and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the fee schedule in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall be in the amount of Sixty Four Thousand Dollars ($64,000). Vendor shall not provide any additional items or 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. The term of this Agreement shall be for one year beginning on September 9, 2021 and ending on July 27, 2022. City shall be able to renew this agreement for three (3) one-year renewal options by written agreement of the parties. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, 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. Attornevs' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 2. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 3. Limitation of Liabilitv and Indemnitv. To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Confidential Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5. Cooperative Agreement Controllin4. If any provisions of the attached exhibits, conflict with the terms of this cooperative agreement, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this cooperative agreement shall control. 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: City of Fort Worth Attn: Jesus Chapa, Deputy City Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Pendar Technologies, LLC Attn: Seamus J. Fogarty, Chief Financial Officer 30 Spinelli Place Cambridge, MA 02138 Facsimile: N/A The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: T'S.I I By: Jtsus J. Chapa (Sep 20, 202109:02 CDT) Name: Jesus Chapa Title: Deputy City Manager Date: Sep 20, 2021 APPROVAL RECOMMENDED: By: Reginald Zeno (Sep 17, 202119:08 CDT) Name: Reginald Zeno Title: Chief Financial Se ATTEST: LI-M Name: Ronald P. Gonzales Title: City Secretary VENDOR: Pendar Technologies, LLC Seamus Digitallysigned by Seamus Fogarty:A0109B300000173B Fogarty:A0109B300000173B6293A4F 0Z B6B4 y: 6293A4F0001B6B4 Date 2021091710-961 s-04,M, Name: Seamus J. Fogarty Title: Chief Financial Officer Date: 17-SEP-2021 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. By: �- Name: Cynthia Garcia Title: Assistant Finance Director APPROVED AS TO FORM AND LEGALITY: '� BY: Taylor Pis (Sep 20, 202108:30 CDT) Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit A 11161 Pendar Technologies, LLC. 30 Spinelli Place Suite 101 � Cambridge, MA 02138 PEN DR Phone: +1 617-588-2128 TECHNOLOGIES BILL TO Lt. Edward Fishman Fort Worth Arson/Bomb Squad 715 Texas St Fort Worth TX 76102 Line-Sch ITEM/DESCRIPTION Qoute # DATE SW-T:02/26B 6/26/21 RFQ Ref/No. Order Lead Terms 120 Days ARO Net 30 GSA Contract # 470SWA20DO08W Expiration Date 27-Jul-25 Qty UOM RATEL AMOUNT 1 Handheld PendarX10 Raman standoff chemical detector 1 ea. $63,199.00 $63,199.00 Part Number 100001-02 2 Delivery 1 ea. $0.00 3 Training 1 ea. $0.00 Thank you for your business! TOTAL $63,199.00 PENDAR TECHNOLOGIES PENDAR GENERAL TERMS AND CONDITIONS FOR THE SALE OF PRODUCTS AND SERVICES 1. Applicability. (a) All orders for the sale of all products, services, or both, are subject to review, approval, and acceptance by Pendar Technologies, LLC ("Pendar"). If an order is accepted by Pendar, these terms and conditions of sale (these "Terms") are the only terms which govern the sale of the products sold by Pendar (the "Products"), and any associated services ("Services"), or both, to the buyer named in a quote, purchase order, or proposal (the "Buyer"). Notwithstanding anything herein to the contrary, if a written contract signed by Pendar and the Buyer is in existence covering the sale of the Products and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. (b) BY PLACING A PURCHASE ORDER OR OTHER AGREEMENT FOR PENDAR'S PRODUCTS, SERVICES, OR BOTH ASSOCIATED WITH PENDAR'S QUOTATION OR PROPOSAL FOR THE PRODUCTS, SERVICES, OR BOTH OR USING ANY PART OF THE PRODUCTS, SERVICES, OR BOTH, YOU ACKNOWLEDGE THAT YOU HAVE READ THE QUOTATION OR PROPOSAL, THESE TERMS AND CONDITIONS, THAT YOUR COMPANY OR OTHER ENTITY UNDERSTAND THEM AND THAT YOUR COMPANY OR OTHER ENTITY AGREE TO BE BOUND LEGALLY BY THESE TERMS AND CONDITIONS. (c) The accompanying quote or proposal (which identifies the Products or Services sold) which may include a statement of work (collectively, the "Proposal") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer's terms and conditions of purchase regardless of any terms or conditions which may be included in Buyer's purchase order form or other communication from Buyer. Pendar's acceptance is conditional upon Buyer's assent to, or if this writing is construed as the offer, acceptance hereof is expressly limited to the terms and conditions set forth herein. It is agreed that sales are made only on the terms and conditions herein and any terms or conditions other than those set forth herein are hereby objected to by Pendar and shall not become a part of the agreement of sale unless expressly agreed to in writing by an authorized representative of Pendar. Pendar objects to all supplemental or inconsistent terms and conditions in any purchase order or other communication from Buyer. Pendar's failure to object to any specific term or condition contained in Buyer's purchase order or other communication shall not be deemed to be acceptance of such term or condition. Pendar quotations are not firm unless expressly indicated, with a specific period of time during which the quotation will remain firm on the face thereof. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms. 2. Delivery of Products and Performance of Services. (a) The Products will be delivered to Buyer at the dates specified in Buyer's purchase order that has been accepted by Pendar, subject to availability of and the manufacturing schedule for the finished Products and availability of the Services. Pendar shall not be liable for any delays, loss or damage in transit. In no event will Pendar be liable for increased costs, loss of profits or goodwill, or any other incidental or consequential damages caused by late delivery or non -delivery of Products or Services. (b) Pendar may, without notice, discontinue the production or sale or modify the design or material specification of any Product or parts thereof. In such an event, Pendar has no liability or obligation to the Buyer, including without limitation, any obligation to modify a Product previously ordered. Pendar does not warrant the continued availability of any of the Products or Services and Buyer expressly releases Pendar from any liability for any loss or damage to Buyer arising out of or by virtue of Pendar's ability to accept or fulfill any Proposal due to particular shortages or general product unavailability. (c) Unless otherwise agreed in writing by the parties, Pendar shall cause the delivery of the Products to Buyer's specified location (the "Delivery Point") using commercially reasonable standard methods for packaging and shipping such Products. Buyer shall take delivery of the Products within two calendar days of Pendar's written notice that the Products have been delivered to the Delivery Point. Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Products at the Delivery Point. (d) Pendar may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order or other agreement. (e) If for any reason Buyer fails to accept delivery of any of the Products on the date fixed pursuant to Pendar's notice that the Products have been delivered at the Delivery Point, or if Pendar is unable to deliver the Products at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Products shall pass to Buyer; (ii) the Products shall be deemed to have been delivered; and (iii) Pendar, at its option, may store the Products until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). (f) Pendar shall use reasonable efforts to meet any performance dates to render the Services specified in the Proposal, and any such dates shall be estimates only. (g) With respect to the Services, Buyer shall (i) cooperate with Pendar in all matters relating to the Services and provide such access to Buyer's premises, and such office accommodation and other facilities as may reasonably be requested by Pendar, for the purposes of performing the Services; (ii) respond promptly to any Pendar request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Pendar to perform Services in accordance with the requirements of this Agreement; (iii) provide such customer materials or information as Pendar may reasonably request to carry out the Services in a timely manner and ensure that such Buyer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start. 3. Non-Deliverv. (a) Pendar shall not be liable for any non -delivery of Products (even if caused by Pendar's nealiaence) unless Buyer gives written notice to Pendar of the non -delivery within three calendar days of the date when the Products would, in the ordinary course of events, have been received. (b) Any liability of Pendar for non -delivery of the Products shall be limited to replacing the Products within a reasonable time or adjusting the invoice respecting such Products to reflect the actual quantity delivered. (c) Buyer acknowledges and agrees that the remedies set forth in Section 3 are Buyer's exclusive remedies for the delivery of Nonconforming Products. Except as provided under Section 3(c), all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased under this Agreement to Pendar. 4. Shinnina Terms. Delivery of the Products shall be made FOB Destination. Pendar shall make delivery to the location specified on the face of the Proposal. 5. Title and Risk of Loss. Title and risk of loss passes to Buyer upon delivery of the Products at the Delivery Point. As collateral security for the payment of the purchase price of the Products, Buyer hereby grants to Pendar a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Massachusetts Uniform Commercial Code. 6. Buyer's Acts or Omissions. If Pendar's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, suppliers, consultants, or employees, Pendar shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay. 7. Inspection and Reiertion of Nonrrnformi%i Products. (a) Buyer shall inspect the Products within three calendar days of receipt ("Inspection Period"). Buyer will be deemed to have accepted the Products unless it notifies Pendar in writing of any Nonconforming Products during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Pendar. "Nonconforming Products" means only the following: (i) product shipped is different than identified in Buyer's purchase order; or (ii) product's label or packaging incorrectly identifies its contents. (b) If Buyer timely notifies Pendar of any Nonconforming Products, Pendar shall, in its sole discretion, (i) replace such Nonconforming Products with conforming Products, or (ii) credit or refund the Price for such Nonconforming Products, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Products to Pendar's facility as identified by Pendar. If Pendar exercises its option to replace Nonconforming Products, Pendar shall, after receiving Buyer's shipment of Nonconforming Products, ship to Buyer, at Buyer's expense and risk of loss, the replaced Products to the Delivery Point. (c) Buyer acknowledges and agrees that the remedies set forth in Section 7(a) are Buyer's exclusive remedies for the delivery of Nonconforming Products. Except as provided under Section 8(b), all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased under this Agreement to Pendar. 8. Price. (a) Buyer shall purchase the Products and Services from Pendar at the prices (the "Prices") set forth in Pendar's Proposal. (b) All prices are firm, and the Proposal cannot be divided into separate procurements. If all proposed Products, Services, or both are not ordered, all Prices are subject to change. (c) All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Pendar's income, revenues, gross receipts, personal or real property, or other assets. 9. Payment Terms. (a) Pendar will invoice at time of shipment of the Product to Buyer or upon performance of Services, as agreed. Buyer shall pay all invoiced amounts due to Pendar fifteen days from the date of such invoice, unless the Proposal states otherwise. Buyer shall make all payments hereunder in U.S. Dollars by wire transfer to: Berkshire Bank, ABA# 21 1 871691, SWIFT Code BERKUS33, Account number 66220241 1. The Account name is Pendar Technologies LLC. (b) Until such time that payment in full is received by Pendar, Buyer grants Pendar a security interest in and lien on all delivered Products and all accounts, chattel paper, instruments, contract rights, general intangibles, accounts receivables, and the proceeds of those not existing or later arising out of Buyer's sale or other disposition of the Products. Buyer shall cooperate in whatever manner is necessary for Pendar to perfect and record such security interested and lien by completing a UCC-1 form (or any similar form that may be applicable) and any other security as Pendar may reasonably request from time to time. (c) Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Pendar for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Pendar does not waive by the exercise of any rights hereunder), Pendar shall be entitled to suspend the delivery of any Products or performance of any Services if Buyer fails to pay any amounts when due hereunder and such failure continues for ten days following written notice thereof. (d) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Pendar, whether relating to Pendar's breach, bankruptcy or otherwise. 10. Software License Aareement. All software and firmware made available by Pendar to Buyer is subject to the terms and conditions of Pendar's applicable Software License Agreement(s) (SLA), which is fully incorporated into this Agreement as Attachment A. Except for the right to use the software and Products for the purposes provided herein which arises by operation of law, and except as expressly provided herein, nothing contained in this Agreement shall be deemed to grant Buyer or Buyer's End Users either directly or by implication, estoppel, or otherwise, any license or right under any patents, copyrights, trademarks or trade secrets of Pendar or any third party. 1 1. U.S. Government Orders. Pendar's Products are Commercial Items as defined in Federal Acquisition Regulation (FAR) 2.101. If this Agreement is in furtherance of a sale to a U.S. federal government prime contractor, only those FAR provisions that are mandatory and to the extent applicable, under FAR Subpart 12.5 are applicable to this Agreement. Further, the Products meet the definition of a commercial item and information technology as defined in FAR 2.101, therefore consistent with FAR 25.103(e), acquisitions of information technology meeting the commercial item definition, and using fiscal year 2004 or subsequent funds are exempt from the Buy American Act and Balance of Payments Act. Pendar makes no representation or certifications with respect to the ability of the Products, Services, or prices, to satisfy any laws, regulations or provisions governing or relating to sales to the U.S. Government, including, but not limited to, place of product origin, manufacture, or assembly. (i.e., under the Buy American Act or Trade Agreements Act), contracting with small, minority, or diversity suppliers, payment of prevailing wages, or price guarantees and commitments. The following clauses, if applicable pursuant to the regulatory language, are incorporated by reference from the FAR with the some force and effect as if they were given in full text. 52.203-1 3 Contractor Code of Business Ethics and Conduct (Jun 2020) 52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (Jun 2020) 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020) 52.209-6 Protecting the Government's Interest when Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment (Jun 2020) 52.21 2-5 Contract Terms and Conditions Required to Implement Statutes or Executive Orders — Commercial Items (Aug 2020) 52.21 9-8 Utilization of Small Business Concerns (Jul 201 3) 52.222-17 Nondisplacement of Qualified Workers (Jan 201 3) 52.222-26 Equal Opportunity (Mar 2007) 52.222-35 Equal Opportunity for Veterans (Jun 2020) 52.222-36 Equal Opportunity for Workers with Disabilities (Jun 2020) 52.222-40 Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) 52.222-41 Service Contract Act of 1965 (Nov 2007) 52.222-50 Combating Trafficking in Persons (Feb 2009) 52.222-51 Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment --Requirements (Nov 2007) 52.222-53 Exemption from Application of the Service Contract Act to Contracts for Certain Services --Requirements (Feb 2009) 52.222-54 Employment Eligibility Verification (Jul 201 2) 52.225-26 Contractors Performing Private Security Functions Outside the United States (Jul 201 3) 52.226-6 Promoting Excess Food Donation to Nonprofit Organizations. (Mar 2009) 52.247-64 Preference for Privately -Owned U.S. Flag Commercial Vessels (Feb 2006) No other FAR or FAR Supplement provisions, nor any other prime contract provisions, are accepted by Pendar, even if referenced in Buyer's purchase orders, unless Pendar expressly agrees to such, in writing. Pendar does not represent that any ordered items necessarily meet new materials requirements. 12. Warranty and Warranty Disclaimer. (a) Pendar warrants to Buyer that, for a period of 12 months from the date of delivery of the Product, such Product shall be free from defects in material and workmanship ("Original Warranty Period"). Buyer has the option, during the Original Warranty Period to purchase from Pendar an extended warranty for up to 5 years at pricing to be provided by Pendar if and when Buyer exercises such option. All Products that have been damaged or tampered with, are not eligible for the extended warranty. (b) For Product to be returned under the provisions of this Section 12, the Buyer must provide the serial numbers of Products to be returned and obtain a Return Material Authorization number ("RMA") from Pendar for the specific Product and quantity to be returned. Buyer will return the Product in a suitable shipping carton with the RMA number displayed on the outside of the carton. The return must be received by Pendar within thirty (30) days from date of issuance of the RMA number. If Pendar finds no defects or deviations from the Product and cannot duplicate the problem the Buyer agrees to accept such Products and pay the cost of return shipment. (c) Pendar reserves the right to repair or replace the Product at its sole discretion. In repairing or replacing any Product, or part of a Product under this warranty, Pendar may use new, remanufactured, reconditioned, refurbished, or functionally equivalent Products or parts. Returned Products that are not repaired and returned to the Buyer will become the property of Pendar. (d) EXCEPT FOR THE WARRANTY SET FORTH IN THIS SECTION 12, PENDAR MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS OR SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. NO ORAL OR WRITTEN REPRESENTATIONS MADE BY PENDAR SHALL CREATE A WARRANTY FROM PENDAR. 13. Intellectual Prooerty. (a) Pendar, and its licensors, shall own and shall retain all right, title and interest in and to: (a) any of its intellectual property rights, including any development thereof (including all copies, modifications, improvements and derivative works thereof, by whomever produced); (b) all of its service marks, trademarks, trade names or any other designations associated with their technology and products; and (c) all mask works, copyrights, patent rights, trade secret rights, and other proprietary rights relating to the technology and products, whether registered or not (collectively "Intellectual Property Rights"). All intellectual property rights in work or resulting from work done by or on behalf of Pendar pursuant to this Agreement, if performed, and any subsequent modifications to some shall exclusively vest in Pendar. (b) Buyer shall not translate, reverse engineer, decompile, disassemble, or make any other unauthorized use of the Products provided under this Agreement. Buyer acknowledges and agrees that in addition to any other remedies available to Pendar or its suppliers, Pendar or its suppliers are entitled to equitable relief to protect any trade secrets, including without limitation, temporary and permanent injunctive relief without proof of damage. (c) Buyer shall not make or permit the removal or modification of any trademarks or tags, proprietary notices, labels, or other identifying marks placed by Pendar on the Products or associated packaging, manuals, or other associated material. 14. Other Governmental Matters. Buyer or its end -user, if any, is solely responsible for obtaining any licenses or other authorizations required by other federal, state, or local governmental agency. Buyer, or its end -user, if any, is solely responsible for complying with applicable laws, rules and regulations of any other federal, state, or local government agency. In all other governmental matters, Pendar is not an agent of Buyer or Buyer's end -user. 15. Limitation of Liabilitv. (a) IN NO EVENT SHALL PENDAR BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT PENDAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. (b) IN NO EVENT SHALL PENDAR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT, OR OTHERWISE RELATED TO THE PROVISION OF PRODUCTS HEREUNDER SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID TO PENDAR FOR THE PRODUCTS SOLD HEREUNDER. PENDAR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT OR OTHERWISE RELATED TO THE PROVISION OF SERVICES IS FOR THE RE -PERFORMANCE OF SUCH SERVICES ONLY. (c) The limitation of liability set forth in Section 1 5(a) shall not apply to (i) liability resulting from Pendar's gross negligence or willful misconduct and (ii) death or bodily injury resulting from Pendar's acts or willful omissions. 16. Intellectual Prooertv Indemnification. If Buyer becomes a defendant in a suit based on a claim that any Product furnished under this Agreement directly infringes on a U.S. patent or copyright, Buyer shall provide Pendar with prompt notice, in writing, of the suit. If such prompt notice is provided, Pendar, in its sole discretion, will be given control of the suit and Buyer shall cooperate with all requested assistance to Pendar for defense. This indemnity does not extend to any suit based on any infringement or alleged infringement of any patent or copyright resulting from the combination of any Product furnished under this Agreement with other elements, nor does it extend to any product of Buyer's design or otherwise. 17. Indemnification. Each party will indemnify, defend and hold the other harmless against all claims, losses, liabilities, damages and costs (including reasonable attorneys' fees) for death, bodily injury and tangible property damage (other than damage to the Products) arising out of or resulting from any negligent or intentional act or omission of such party or any of its employees, agents, contractors or representatives. This indemnity shall only be enforceable provided that: (i) the party being claimed against shall promptly notify in writing the party who is providing the indemnification of the claim; (ii) the party who is providing indemnification will have sole control of the defense and all related settlement negotiations; and (iii) the party being claimed against shall give the party who is providing indemnification all information and reasonable assistance related to the defense of the claim. 18. Compliance with Laws and Export Control. Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer assumes all responsibility for shipments of Products requiring any government export clearance. Buyer agrees that it shall not and shall inform its End Users that they may not, in any form export, re- export, resell, ship or divert or cause to be exported, re-exported, resold, shipped or diverted directly or indirectly any Products, parts, source code or technical data in any form or a direct product thereof without obtaining appropriate export or re-export licenses from the respective government authority of the United States of America. 19. Termination. In addition to any remedies that may be provided under these Terms, Pendar may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement and such failure continues for ten days after Buyer's receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. 20. Waiver. No waiver by Pendar of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Pendar. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 21. Pendar Authorized Representative. Only Pendar authorized representative, Seamus Fogarty may accept or approve changes to these terms and conditions. 22. Confidential Information. All non-public, confidential or proprietary information of Pendar, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Pendar to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" or "proprietary" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Pendar in writing. Upon Pendar's request, Buyer shall promptly return all documents and other materials received from Pendar. Pendar shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non -confidential basis from a third party. 23. Force Maieure. Pendar shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Pendar including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemics, pandemics, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage), provided that, if the event in question continues for a continuous period in excess of sixty days, Buyer shall be entitled to give notice in writing to Pendar to terminate this Agreement. 24. Assianment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Pendar. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement. 25. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. 26. No Third -Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. 27. Governina Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Commonwealth of Massachusetts. 28. Time for Claim. Except for money due on an open account, no action for breach of this Agreement may be brought more than two years after the cause of action accrues. Where there is a shorter limitation period provided by applicable law for a particular cause of action, no action may be brought after that period expires. 29. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the Commonwealth of Massachusetts in each case located in the County of Middlesex and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. 30. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of the Proposal or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre -paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section. 31. Severability, If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 32. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Warranty, Limitation of Liability, Compliance with Laws, Confidential Information, Intellectual Property Indemnification, Indemnification, Governing Law, Submission to Jurisdiction and Survival. 33. Headinas. Section and paragraph headings used in this Agreement are for convenience only and cannot be used to construe the provisions of this Agreement. 34. Amendment and Modification. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party. 7 Exhibit B General Services Administration Federal Supply Service Authorized Federal Supply Schedule Price List Multiple Award Schedule - MAS RIA On line access to contract ordering information, terms and conditions, up to date pricing, and the option to create an electronic delivery order are available through GSA Advantage!®, a menu driven database system. The INTERNET address GSA Advantage!® is: GSAAdvantage.gov. Contract Number: 47QSWA20DO08W Federal Supply Group: Scientific Management and Solutions FSC/PSC Codes: 6630 For more information on ordering from Federal Supply Schedules go to the GSA Schedules page at GSA.gov. Contract Period: July 28, 2020 through July 27, 2025 Contractor Name: Pend Fe httolo ies, LLC Address: Phone Number: Fax Number: E-mail: Website: 30 Spinelli PI Cambridge, MA, 02138 617-909-5726 617-463-9154 sfoeartvPnendar.com WWW.Dendar.com Contract Administrator: Seamus J. Fogarty Business Size: Small Business Prices Shown Herein are Net (discount deducted) Pricelist Current Through Modification PO-0001, Effective July 28, 2020 click here to view all clauses for this contract Contract Number: 47QSWA20DO08W PE N DAR TECHNOLOGIES Customer Information 1a. Table of Awarded Special Item Number(s) with appropriate cross-reference to item descriptions and awarded price(s): Specia ltem Nuniber SfN')' Description Description & warded Price • 1b. Identification of the lowest priced model number and lowest unit price for that model for each special item number awarded in the contract. This price is the Government price based on a unit of one, exclusive of any quantity/dollar volume, prompt payment, or any other concession affecting price. Those contracts that have unit prices based on the geographic location of the customer, should show the range of the lowest price, and cite the areas to which the prices apply. Special Item Number (SIN) Part Number Pric ' 11111 1 . • •1 1c. If the Contractor is proposing hourly rates a description of all corresponding commercial job titles, experience, functional responsibility and education for those types of employees or subcontractors who will perform services shall be provided. If hourly rates are not applicable, indicate "Not applicable" for this item. N/A 2. Maximum Order: 334516/RC/STLOC 1 $250,000 3. Minimum Order: 1 Unit 4. Geographic Coverage: Domestic Delivery Only S. Point of production: US 6. Discount from list prices or statement of net price: Prices Shown Herein are Net (discount deducted). 7. Quantity discounts: None B. Prompt payment terms: Net 30. Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions. 9. Foreign items: None Contract Number: 47QSWA20DO08W 10a. Time of Delivery: TBD at Task Order 10b. Expedited Delivery: Items available for expedited delivery are noted in this price list. 10c. Overnight and 2-day delivery: Contact Contractor 10d. Urgent Requirements: Please note the Urgent Requirements clause of this contract and contact Contractor 11. F.O.B Points: Destination 12a. Ordering Address: Pendar Technologies, LLC Attn: Seamus J. Fogarty 30 Spinelli Place Cambridge, MA 02138 Phone: 617-909-5726 Fax: 617-463-9154 12b. Ordering procedures: For supplies and services, the ordering procedures, information on Blanket Purchase Agreements (BPA's) are found in Federal Acquisition Regulation (FAR) 8.405-3. 13. Payment address: Pendar Technologies, LLC Attn: Accounts Receivable 30 Spinelli Place Cambridge, MA 02138 Phone: 617-909-5726 Fax: 617-463-9154 Email: sfoLiartv(a)nendar.com 14. Warranty provision: Standard Commercial Warranty 15. Export Packing Charges (if applicable): N/A 16. Terms and conditions of rental, maintenance, and repair: N/A 17. Terms and conditions of installation: N/A 18a. Terms and conditions of repair parts indicating date of parts price lists and any discounts from list prices: N/A 18b. Terms and conditions for any other services: N/A 19. List of service and distribution points: N/A 20. List of participating dealers: N/A 21. Preventive maintenance: N/A 3 Contract Number: 47QSWA2ODOO8W PENDAR TECHNOLOGIES 22a. Special attributes such as environmental attributes (e.g., recycled content, energy efficiency, and/or reduced pollutants): None. 22b. If applicable, indicate that Section 508 compliance information is available on Electronic and Information Technology (EIT) supplies and services and show where full details can be found (e.g. contractor's website or other location.) The EIT standards can be found at: www.Section508.gov/. 23. Unique Entity Identifier (UEI) number: 969569131 24. Notification regarding registration in System for Award Management (SAM) database: Pendar Technologies, LLC is registered in the SAM Database Contract Number: 47QSWA20DO08W Approved GSA Price List At a standoff distance of up to 3 feet, Pendar X10 is a portable handheld Raman spectrometer that enables rapid identification of hazardous chemicals including 100001-02 Pendar X10 highly fluorescent, dark, and sensitive materials. By EA $63,198.99 increasing measurement distance and strongly reducing the risks of laser -induced explosion and eye damage, Pendar X10 offers new levels of safety, accuracy, and speed in the field. Price includes One (1) year warranty. Pendar X10 Year Additional 1 Year Extended Warranty for Pendar X10 500000-01 2 Warranty Note: Not for standalone purchase. Must be purchased 1 Year $6,319.90 in addition to part number "100001-02" Pendar X10 Year Additional 1 Year Extended Warranty for Pendar X10 500000-02 3 Warranty Note:Not for standalone purchase. Must be purchased in 1 Year $6,319.90 addition to part number "500000-01" 5 Exhibit C CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity FORM CIQ This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. J Name of vendor who has a business relationship with local governmental entity. Pendar Technologies, LLC J ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) J Name of local government officer about whom the information is being disclosed. N/A Name of Officer AJ Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? 71 Yes 71 No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes F-1 No J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. None 61 ElCheck this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). JSeamus Digitally signed by Seamus Fogarty:A0109B300000173B6293A B4garty:A0109B300000173B6293 A4F0001 B6 4F0001 B6B4 Date: 2021.09.17 10:40:39-04'00' 14-S E P-2021 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code & 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code & 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code & 176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015