HomeMy WebLinkAboutContract 60882CSC No. 60882
FORT WORTH.
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and Peak
Scientific, Inc. ("Vendor"), each individually referred to as a "party" and collectively referred to as the
"parties."
The Vendor Services Agreement includes the following documents which shall be construed in the order
of precedence in which they are listed:
1. This Vendor Services Agreement;
2. Exhibit A:
Scope of Services
3. Exhibit B:
Conflict of Interest Questionnaire
4. Exhibit C:
Seller Contact Information
5. Exhibit D:
Delegation of Signature Authority Letter
6. Exhibit E:
Seller's Sole Source Justification Letter and
7. Exhibit F:
Seller's Proposal
1. Scone of Services. This Agreement is for the Purchase of Original Equipment
Manufacturer (OEM) parts, technical support, and contractual maintenance for all Peak Scientific Gas
Generators —Precision Compressed Air SN AC 16-04-052, Precision H2 Trace SN HC 16-04-002, Precision
Nitrogen Trace SN ZN16-04-003, NG5000A SN 770006906 and TOC 1000 SN 721030736 ("Services")
at the Water Department Laboratory Division locate at 2600 SE Loop 820, Fort Worth, Texas 76140, which
are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes.
2. Term. This Agreement shall begin on the date signed by the Assist City Manager below
("Effective Date") and shall expire on January 25, 2026 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement ("Initial Term").
3. Comnensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed Twenty -Six Thousand Eight hundred Dollars ad
Twelve Cents ($26,800.12). Vendor will not perform any additional services or bill for expenses incurred
for City not specified by this Agreement unless City requests and approves in writing the additional costs
for such services. City will not be liable for any additional expenses of Vendor not specified by this
Agreement unless City first approves such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
OFFICIAL RECORD
Vendor Services Agreement CITY SECRETARY Page 1 of 12
FT. WORTH, TX
4.2 Non-anoronriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related Ito Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. 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. In the event there is a request for information marked Confidential or Proprietary,
City will 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.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Rieht to Audit. Vendor agrees that City will, 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 will have access during
Vendor Services Agreement Page 2 of 12
i
normal working hours to all necessary Vendor facilities and will be provided adequateland appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the de�ails of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine o respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and endor. It is further
understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors.
Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTYDAMAGE OR LOSS (INCL UDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 17VTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claims or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
Vendor Services Agreement Page 3 of 12
negotiations, or lawsuit as necessary to protect City's interest, and Cite
with Vendor in doing so. In the event City, for whatever reason, assun
for payment of costs and expenses for any claim or action broug
infringement arising under this Agreement, City will have the sole i
defense of any such claim or action and all negotiations for its settlemen
to settle or compromise any such claim; however, Vendor will fully parti
with City in defense of such claim or action. City agrees to give Vendor
of any such claim or action, with copies of all papers City may rece
Notwithstanding the foregoing, City's assumption of payment of costs
eliminate Vendor's duty to indemnify City under this Agreement. If
documentation or any part thereof is held to infringe and the use th
restrained or, if as a result of a settlement or compromise, such use is
restricted, Vendor will, at its own expense and as City's sole remedy, ei
City the right to continue to use the software and/or documentation
software and/or documentation to make it non -infringing, provided the
does not materially adversely affect City's authorized use of tt
documentation; or (c) replace the software and/or documentation w
compatible, and functionally equivalent non -infringing software and/or,
additional charge to City; or (d) if none of the foregoing alternatives is:
to Vendor terminate this Agreement, and refund all amounts paid
subsequent to which termination City may seek any and all remedies av
law.
9. Assignment and Subcontracting.
agrees to cooperate
�s the responsibility
it against City for
ght to conduct the
or compromise and
ipate and cooperate
mely written notice
ve relating thereto.
it expenses will not
he software and/or
reof is enjoined or
iaterially adversely
ier: (a) procure for
or (b) modify the
t such modification
software and/or
th equally suitable,
ocumentation at no
,asonably available
Vendor by City,
ilable to City under
9.1 Assimment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and endor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor wil l execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement, as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of ins trance documenting
policies of the following types and minimum coverage limits that are to be in effect prier to commencement
of any Services pursuant to this Agreement:
10.1 Covera9[e and Limits
(a)
(b)
Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
Automobile Liability:
Vendor Services Agreement Page 4 of 12
$1,000,000 - Each occurrence on a combed si
Coverage will be on any vehicle used by Vendor, or its
representatives in the course of providing Services under
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
limit basis
loyees, agents, or
Agreement. "Any
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
$100,000 -
$100,000 -
$500,000 -
Employers' liability
Bodily Injury by accident; each accident/occurrence
Bodily Injury by disease; each employee
Bodily Injury by disease; policy limit
(d) Pr-e€essie nu: Liabihfp t
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10.2 General Reauirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably, equivalent financial
Vendor Services Agreement Page 5 of 12
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to requestrequired insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances. Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will 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: Assistant 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:
Peak Scientific, Inc:
Robert Morgo, General Manager. North America
19 Sterling Road, Suite # 1
Billerica, MA 01862
Facsimile: 978-608-9503
14. Solicitation of Emnlovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Vendor Services Agreement Page 6 of 12
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Parry's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
Vendor Services Agreement Page 7 of 12
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. ImmiL-ration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -
for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim, lien for balance due, or rights of retention thereto on the part of City.
27. Sisnature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Chanee in Comuanv Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents fled with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
Vendor Services Agreement Page 8 of 12
29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
30. Prohibition on Bovcottina Energv Companies. Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2)7
the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or
more, which will be paid wholly or partly from public funds of the City, with a company (with 10 or more
full-time employees) unless the contract contains a written verification from the company that it: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of the contract.
The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2). To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Vendor's signature provides written verification to the City that
Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code (as added
by Acts 2021, 87th Leg., R.S., S.B. 19, § 1), the City is prohibited from entering into a contract for goods
or services that has a value of $100,000 or more which will be paid wholly or partly from public funds of
the City, with a company (with 10 or more full-time employees) unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms "discriminate." "firearm
entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the
Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)
does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
Vendor Services Agreement Page 9 of 12
(signature page follows)
Vendor Services Agreement Page 10 of 12
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By:
Name: Fernando Costa
Title: Assistant City Manager
Date:
APPROVAL RECOMMENDED:
BY: Christopher H der(Jan 23, 202413:25 CST)
Name: Christopher Harder, P.E.
Title: Water Department Director
any
ATTEST: aoF FORT iyaa
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By:
Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
Peak Scientific, Inc.
g-�
By:
Name: Robert orgo
Title: General Manager, North America
Date: January _l7 , 2024_
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:
A t�
Name:
Patty J Wilson
Title:
Contract Services Administrator
APPROVED AS TO FORM AND LEGALITY:
l
By: Mack (Feb 1, 202418:01 CST)
Name: Doug W. Black
Title: Senior Assistant City Attorney
CONTRACT AUTHORIZATION:
M& C: N/A
Form 1295: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 11 of 12
SCOPE OF SERVICES
This Agreement is for the Purchase of Original Equipment Manufacturer (OEM) parts, technical support,
and contractual maintenance for all Peak Scientific Gas Generators — Precision Compressed Air SN
AC16-04-052, Precision 112 Trace SN HC16-04-002, Precision Nitrogen Trace SN ZN16-04-003,
NG5000A SN 770006906 and TOC 1000 SN 721030736 ("Services") at the Water Department
Laboratory Division locate at 2600 SE Loop 820, Fort Worth, Texas 76140.
P
Vendor Services Agreement age 12 of 12
Exhibit B — CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person
who contracts or seeks to contract for the sale or purchase of property, goods, or services
with a local governmental entity (i.e. The City of Fort Worth) must disclose in the
Questionnaire Form CIQ ("Questionnaire") the person's affiliation or business relationship
that might cause a conflict of interest with the local governmental entity. By law, the
Questionnaire must be filed with the Fort Worth City Secretary no later than seven days
after the date the person begins contract discussions or negotiations with the Buyer, or
submits an application or response to a request for proposals or bids, correspondence, or
another writing related to a potential agreement with the Buyer. Updated Questionnaires
must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form
is also available at htty:/twww.ethics.state.tx.us/forms/CIO.Ddf.
If you have any questions about compliance, please consult your own legal counsel.
Compliance is the individual responsibility of each person or agent of a person who is
subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that
you might have with the Buyer, state Seller name in the # 1, use N/A in each of the
areas on the form. However, a signature is required in the #4 box in all cases.
17
Revised 3.11.20tp
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23. 841h Leg., Regular Session.
This questionnaire is being filed in accordancewith Chapter 176, Local Government Code.
by a vendorwho 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 filedwith 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 lobe filed. See Section 176.006(a-1). Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006. Local
Goverrimerit Code. An offense under this section is a misdemeanor.
J Name of vendor who has a business telationship with local governmental entity.
PeakScientiffc, Inc.
21 LI Check this box If you are filing an update to a previously filed questionnaire.
FORM CIO
OFFICE USE ONLY
Dal-, P..a_evM
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 71h business day after the date on which you became aware that the originally [tied queslionnaire was
incomplete or inaccurate.)
3
Name of local government officer about whom the Information In this section Is being disclosed.
Dana Burghdoff
Name of Officer
This section (item 3 including subparts A. B, C. & D) must be completed for each officer with whom the vendor has at)
employment or other business relationship as defined by Section 176.001(1-8), Local Government Code. Attach additional
pages to this Form CIO as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income. other than investment
income. Irom the vendor^
aYes X-1 No
S. Is the vendor receiving or likely to receive taxable income, other than investment income. from or at the direction of the local
government officer named in this section AND the taxable income is not received from the local governmental entity"
Yes No
C. Is the filer of this questionnaire employed by 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^
Yes ® No
0 Describe each employment or business and family relationship with the local government officer named in this section.
I4� /--
C12-15.2023
Signature of vendor ng business with the governmental entity Dale
Adopt -a R 7 2n I-,
18
Revised 3.11.20tp
EXHIBIT C — SELLER CONTACT INFORMATION
Seller's Name: Peak Scientific, Inc.
Seller's Local Address: 19 Sterling Rd. Stet, Billerica MA. 01862-2117
Phone: (866) 647-1649 Fax:
Email: OrdersNA@peakscientific.com
Name of persons to contact when placing an order or invoice questions:
Name/Title Michael Ryan
Phone: 978 238 0905 Fax:
Email: mryan@peakscientific.com
Name/Title
Phone: Fax:
Email:
Name/Title
Phone: Fax:
Email:
Signature
Robert Morgo
Printed Name
19
12.15.2023
Date
Revised 3.11.20tp
EXHIBIT D
"REAK-
SCIENTIFIC
DELEGATION OF AUTHORITY LETTER
To Whom it May Concern:
By means of this letter, I. Aine Finlayson delegate the authority herein described to the
General Manager, North America, on the following terms and conditions:
i. The General Manager, Norlh America may review and execute, on my behalf, contracts
in an amount and duration not to exceed Two Hundred Fitly Thousand USD ($250,000)
and up to a duration of Five (5) Years.
2. The effective date of this delegation is December 08, 2023, and shall run until revoked
by delegating official or his/her successor.
3. The authority delegated is not subject to sub -delegation without my prior and express
written consent.
4. This delegation is made pursuant to the Office of the Chief Operations Officer and is
subject thereto. --
Aine Finlayson, Chief Operating O ficer
Date: December 8, 2023
Acknowledged and agreed:
Robert M o, General Manager North America
Date: December 8, 2023
cc: Jonathan Golby, CEO
Commonwealth of Massachusetts County of On this S+� da
C ebb Y 20 Z3 , before me, the undersigned notary public, personally appei
Aine Finlayson, proved to me through satisfactory evidence of identification to be
person who signed the preceding or attached document in my presence, and who sv
or affirmed to me that the contents of the document are truthful and accurate to the
of her knowledge and belief.
Notary Public Signature seal)
SScientific Inc
7:
I
19
19 Sterling Roatl
F-
UKAS
suite In
w:
8inerice. MA 01862
E:
FiISt)/r)
USA
WpnkM OOn45cirntifi<I,x1.unlmts ltd loi3-Lest-rho, Jnw<gStDpM6lI5A 7210571ai3
.11 eG6 b47 1649
+1 978 608 9503
VTIAV,():ti11Cf_IMtIrICCOn 1
info@V-vkdvntific fora
EXHIBIT E
PEAK_
GAS GENERATION
Katrina Nwinye
Senior Chemist
Fort Worth Water Laboratory
817-392-5942
Katrina. Nwinve@FortWorthTexas.Qov
Sole Source Letter for Peak Scientific Units
Dear Katrina,
I hereby confirm that Peak Scientific Inc, is the sole providerfor service, OEM parts, technical support,
and contractual maintenance for all Peak Scientific gas generators located within the North American
territory. This includes, but is not limited to, the PEAK model (Precision Compressed Air SN AC16-04-
052, Precision H2 Trace SN HC16-04-002, Precision Nitrogen Trace SN ZN16-04-003, NG5000A SN
770006906, & TOC 1000 SN 721030736) that are at your facility.
Peak Scientific Inc. does not train, nor authorize, any other organizations within North America to
service or maintain Peak Scientific gas generators. This includes the (Precision Compressed Air SN AC16-
04-052, Precision H2 Trace SN HC16-04-002, Precision Nitrogen Trace SN ZN16-04-003, NG5000A SN
770006906, & TOC 1000 SN 721030736)) located at your facility.
Best,
Jonathan Golby
CEO
Peak Scientific. Inc.
19 Sterling Road, Suite 1
Billerica, MA 01862 1 United States of America
Peak
Protected]
bSl 1 Peak Scientific Inc T: i 1 8( fs G47 1i Vi
19 Sterling Road F: I )/F i;ON
SUdeRl W; oIrl
Billerica. MA 01862 E: rrnlolagxonkuric, oxn
USA
EXHIBIT F
Service Contract Renewal Quotation
Bill -to Address
City of Fort Worth Water
Departmentlaboratory Services
Water & SewerAdministratlon
200 Texas St (Southend 2nd FL Ste 239)
Fort Worth
Texas
USA
76102
Ship -to Address
City of Fort Worth Water Department
Water Department 0000000209
Central Lab
2600 SE Loop 820
Fort Worth
Texas
USA
76140
PEAKAM
SCIENTIFIC
Customer No.:
Quotation No.:
Quote Date:
Valid Until:
Service Sales Contact:
Service Sales Contact Tel No.:
Service Sales Contact Email:
Conditions of Sale
Payment terms: 30 Days from Date of Invoice
Warranty: www.peakacientfic.com/warranty-stalemertV
Terms & Conditions: www.peakscienldic.comlpeak-us-terns-and-wndi6onsr
Tax is not applied to your quote and if applicable, will be added to your Order Acknowledgement.
Customer Contact Information:
C005315
10049040
11113/2023
01 /24/2024
Derek Corcoran
1800 767 6532 ext. 3
sparesna@peakscientiric.com
Name:
Tel:
eMail:
Service Delivery Contact Katrina Nwinye
817-392-5942
Katrina.nwinye@fortworthtexas.gov
Item no.
Item name Contract Variation
Serial No
Year
List Price
Discount %
Net Value USD
65.1555-SLO
Precision SL3a-Telr-NA
AC16-04-052
2
2,851.77
15.00
4,865.01
Compressed Air 110v
SLO
Contract Description
Complete Plan 48172
Contract Start Date
01/2612024
Contract End Date
01/25/2026
64-0250-SLO
Precision H2 Trace SL3a-Teir-NA
H016-04-002
2
3,367.25
15,00
5,724.33
250cc 100-230V SLO
Contract Description
Complete Plan 48172
Contract Start Dale
0112612024
Contract End Date
01/25/2026
624251SLO
Precision Nitrogen SL3a-Teir-NA
ZN1604-003
2
2,874.16
15.00
4,886.07
Trace 250cc 110V SLO
Contract Description
Complete Plan 48172
Contract Start Date
01/26/2024
Contract End Date
01/25/2026
Peak Sctenitfic Inc-19 Sterling Road - North Billerica - USA - 01862 - VAT: 01-0857647
Tel: 866-647-1649 - Web: www.peakscientIfic.com - Email: ordersna@peakscienlific.com
Page 1 of 2
Service Contract Renewal Quotation
Quotation No.: 10049040
PEAKAMA*
�
SCIENTIFIC
10-1291-SLO NG5000A 110V (US) SLO SL3a-Teir-NA 770006906 2 4,961.02 15.00
Contract Description Complete Plan 48/72
Contract Start Date 0112612024
Contract End Date 01/26/2026
3302384-SLO TOC 1000 120V -SLO SL3a-Teir-NA 721030736 2 1,700.58 15.00
Contract Description Complete Plan 48/72
Contract Start Date 01126/2024
Contract End Date 01/25/2026
Contract Renewal Details
• 1 or 2 (depending on model of generator) on -site Preventative Maintenance visils per year by a Peak engineer
• All maintenance parts, labour and engineer travel charges - Full function check - Component retrofits carried out when applicable
• Compressor Repair / Replacement included when required (compressors internal to the generator only)
• Breakdown/Repair Service with priority on site Engineer availability — including all breakdown/repair parts, labour and engineer travel
charges
• Guaranteed on -site response time of 48 hours (UK, Ireland and mainland USA) / 72 hours (rest of the world) for break -down calls
• Online Technical Support
• Peak Scientific TBCs and Warranty Statement apply
Additional Statements
Initial PM due no later than 3 months from contract start date with continuous coverage.
• If coverage not renewed on time, PM will be due to take place 3 months from receipt of purchase order,
• For all new contracts, breakdown SLA (where applicable) will not be activated until 14 days from the contract start date. This does not
apply to contracts renewed on time.
Document total (USD)
Please do not hesitate to contact your Peak Sales Representative if you have any
questions regarding your quotation or to submit your purchase order,.
Peak Scientific Inc - 19 Sterling Road - North Billerica - USA - 01862 - VAT: 01-0857647
Tel: 866-647-1649 - Web: www.peakscientific.com - Email: ordersna@peakscientific.com
Page 2 of 2
8.433.73
2,890.98
26,800.12