HomeMy WebLinkAboutContract 61073CSC No. 61073
FORT WORTH.,
PURCHASE AND VENDOR SERVICES AGREEMENT
(Information Technology)
This Purchase and Vendor Services Agreement ("Agreement") is made and entered into by and
between the City of Fort Worth, a Texas home -rule municipal corporation (the "City" or "Client") and
Brinkmann Instruments, Inc. dba Metrohm USA, Inc., a Delaware Incorporation ("Vendor"). City and
Vendor are each individually referred to herein as a "party" and collectively referred to as the "parties." The
term "Vendor" shall include Vendor, its officers, agents, employees, representatives, contractors or
subcontractors. The term "City" shall include its officers, employees, agents, and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A — Scope of Services Plus Any Amendments To The Scope of Services;
3. Exhibit B — Compensation Terms and Schedule;
4. Exhibit C — Milestone Acceptance Form;
5. Exhibit D — Network Access Agreement; and
6. Exhibit E — Conflict of interest Questionnaire
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the contract documents, the terms and conditions of this Agreement shall
control.
The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors.
The term "City" shall include its officers, employees, agents, and representatives.
1. Scone of Services. Vendor hereby agrees, with good faith and due diligence, to provide
the City with three Ion Chromatography Systems and Annual Maintenance and Repair Services.
Specifically, Vendor will perform all duties outlined and described in the Statement Of Work, which is
attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as
the "Services." Vendor shall perform the Services in accordance with standards in the industry for the same
or similar services. In addition, Vendor shall perform the Services in accordance with all applicable federal,
state, and local laws, rules, and regulations.
2. Term. This Agreement shall commence upon the date signed by the Assistant City Manager
below ("Effective Date") and shall expire one year later ("Expiration Date"), unless terminated earlier in
accordance with the provisions of this Agreement or otherwise extended by the parties. Each Term for
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FT. WORTH, TX
Services shall be one-year commencing upon the first anniversary of the completion of the Initial Term.
The Agreement may be renewed up to nine (9) one-year periods.. Renewals are dependent on prior -
approval of funding by the City council and if funds are not appropriated, the City may cancel the
Agreement 30 calendar days after providing written notification to the Vendor.
3. Compensation. City shall pay Vendor in accordance with the Texas Prompt Payment Act
(Texas Gov't Code 2251) as supplemented by provisions of this Agreement including Exhibit "B," which
is attached hereto and incorporated herein for all purposes. Total compensation under this Agreement for
the initial term of the Agreement, including the purchase of the Ion Chromatography Systems and
Installation and initial maintenance, shall not exceed Two Hundred Fifty Thousand Dollars and Zero
Cents ($250,000.00). Thereafter, compensation to Vendor for Maintenance Services shall not exceed Fifty
Thousand Dollars and Zero Cents ($50,000.00) per annual renewal period. The City shall not be liable for
any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses
in writing. City agrees to pay all invoices of Vendor within thirty (30) days of receipt of such invoice.
Vendor may charge interest on late payments not to exceed one percent (1%).
4. Termination.
4.1. Convenience. Either the City or Vendor may terminate this Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
4.2. Breach. If either party commits a material breach of this Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of
notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching
party fails to cure the breach within the stated period of time, the non -breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
4.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder, the City will notify Vendor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever, except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of
all completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to the City in a machine readable format or other format
deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has made
full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
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Agreement, Vendor hereby agrees immediately to make full disclosure to the City in writing.
5.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of
services under this Agreement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate
written agreement with respect thereto. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City Information") as
confidential and shall not disclose any such information to a third party without the prior written
approval of the 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 shall promptly notify Seller. It will be the responsibility of Seller 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 shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor shall notify the City immediately if the security or integrity of any
City information has been compromised or is believed to have been compromised, in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
6. Riaht to Audit.
6.1. Vendor agrees that the City shall, until the expiration of three (3) years after final
payment under this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the Vendor involving transactions
relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have
access during normal working hours to all necessary Vendor facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the provisions
of this section. The City shall give Vendor not less than 10 days written notice of any intended
audits.
6.2. Vendor further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3)
years after final payment of the subcontract, have access to and the right to examine at reasonable
times any directly pertinent books, documents, papers and records of such subcontractor involving
transactions related to the subcontract, and further that City shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor not less than 10 days written notice of any intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as
an independent contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
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Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in
no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR
ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
8.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO BUSINESS AND ANY RESULTING LOST PROFITS)
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND
DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
8.3. Vendor agrees the exclusions or limits of liability, as may be stated elsewhere
in the contract documents, shall not apply to the City's claim or loss arising from any of the
following: (a) Vendor's breach of its data security obligations; (b) Vendor's misuse or
misappropriation of the City's intellectual property rights, (c) Vendor's indemnity
obligations, or (d) any other obligations that cannot be excluded or limited by applicable law.
To the extent the Agreement, in any way, 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.
8.4. INTELLECTUAL PROPERTY INFRINGEMENT.
8.4.1. The Vendor warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
software, analyses, applications, methods, ways, and processes (in this Section 8C each
individually referred to as a "Deliverable" and collectively as the "Deliverables,") do
not infringe upon or violate any patent, copyrights, trademarks, service marks, trade
secrets, or any intellectual property rights or other third party proprietary rights, in
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the performance of services under this Agreement.
8.4.2. Vendor shall be liable and responsible for any and all claims made
against the City for infringement of any patent, copyright, trademark, service marls,
trade secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s) in the course of performance or completion of, or in any way connected
with providing the services, or the City's continued use of the Deliverable(s)
hereunder.
8.4.3. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney's fees, any claim or action against the
City for infringement of any patent, copyright, trade mark, service marls, trade
secret, or other intellectual property right arising from City's use of the
Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if
the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section 8,
Vendor shall have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect the City's interest, and
City agrees to cooperate with Vendor in doing so. In the event City, for whatever
reason, assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under this Agreement, the
City shall have the sole right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, Vendor shall fully participate and cooperate with the City in defense
of such claim or action. City agrees to give Vendor timely written notice of any such
claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, the City's assumption of payment of costs or expenses
shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the
Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined
or restrained or, if as a result of a settlement or compromise, such use is materially
adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b)
modify the Deliverable(s) to make them/it non -infringing, provided that such
modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and
functionally equivalent non -infringing Deliverable(s) at no additional charge to City;
or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate
this Agreement, and refund all amounts paid to Vendor by the City, subsequent to
which termination City may seek any and all remedies available to City under law.
VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE
REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
8.5. Data Breach. Vendor further agrees that it will monitor and test its data
safeguards from time to time, and further agrees to adjust its data safeguards from time to
time in light of relevant circumstances or the results of any relevant testing or monitoring. If
Vendor suspects or becomes aware of any unauthorized access to any financial or personal
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identifiable information ("Personal Data") by any unauthorized person or third party, or
becomes aware of any other security breach relating to Personal Data held or stored by
Vendor under this Agreement or in connection with the performance of any services
performed under this Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall
immediately notify City in writing and shall fully cooperate with City at Vendor's expense to
prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and
immediately comply with applicable laws, and shall take the appropriate steps to remedy such
Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective
officers, directors, employees and agents, harmless from and against any and all claims, suits,
causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising
out of or relating to any third party claim arising from breach by Vendor of its obligations
contained in this Section, except to the extent resulting from the acts or omissions of City. All
Personal Data to which Vendor has access under this Agreement, as between Vendor and City,
will remain the property of City. City hereby consents to the use, processing and/or disclosure
of Personal Data only for the purposes described herein and to the extent such use or
processing is necessary for Vendor to carry out its duties and responsibilities under this
Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not
transfer Personal Data to third parties other than through its underlying network provider
to perform its obligations under this Agreement, unless authorized in writing by City.
Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if
the Data Breach is the result of the actions of a third party. All Personal Data delivered to
Vendor shall be stored in the United States or other jurisdictions approved by City in writing
and shall not be transferred to any other countries or jurisdictions without the prior written
consent of City.
9. Assianment and Subcontracting.
9.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written agreement with the City and the Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement. The Vendor and assignee shall be jointly liable for all obligations under this Agreement
prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute
a written agreement with the Vendor referencing this Agreement under which the subcontractor
shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such
duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of
any such subcontract.
10. Insurance.
10.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
10.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
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$4,000,000. Umbrella policy shall contain a follow -form provision and shall
include coverage for personal and advertising injury.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non -owned, or hired vehicles, with a
combined limit of not less than $1,000,000 per occurrence.
10.1.3. Professional Liability (Errors & Omissions) in the amount of $1,000,000
per claim and $1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability (Errors & Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
10.1.5.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow -form provision and shall
include coverage for personal and advertising injury. The umbrella policy shall
cover amounts for any claims not covered by the primary Technology Liability
policy. Defense costs shall be outside the limits of liability.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Vendor under this
Agreement;
10.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
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separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Vendor and may not exceed $50,000
without the written approval of the City. Coverage shall be claims -made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance, or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
10.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
10.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII in the
current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
11. Compliance with Laws, Ordinances, Rules and Reaulations. Vendor agrees to comply with
all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of
any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and
correct the violation.
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12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged
violation of this non-discrimination covenant by Vendor, its personal representatives, assigns,
subcontractors or successors in interest, Vendor agrees to assume such liability and to indemnify and defend
the City and hold the City harmless from such claim.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
TO THE CITY:
TO VENDOR:
City of Fort Worth Brinkmann Instruments, Inc. dba Metrohm USA,
Attn: Assistant City Manager Inc.
200 Texas Street Attn: Steven Daley
Fort Worth TX 76102 9250 Camden Field Pkwy
Riverview Florida 33578
With Copy to the City Attorney
at same address
14. Solicitation of Emnlovees. Neither the City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer. This provision
shall not apply to an employee who responds to a general solicitation or advertisement of employment by
either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
16. No Waiver. The failure of the City or Vendor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the
City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. Governina Law and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of
this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division. To the extent the contract
documents include terms requiring that the Agreement between the parties is 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.
18. Severabilit_v. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
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affected or impaired.
19. Force Maieure. The City and Vendor shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control (force
majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts
of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument. An executed Agreement, modification, amendment, or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each parry's original signature is not delivered.
25. Warranty of Services. Vendor warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor shall either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by the City to Vendor for the nonconforming
services.
26. Milestone Acceptance. Vendor shall verify the quality of each deliverable before
submitting it to the City for review and approval. The City will review all deliverables to determine their
acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached
hereto as Exhibit "C." If the City rejects the submission, it will notify the Vendor in writing as soon as the
determination is made listing the specific reasons for rejection. The Vendor shall have ten (10) days to
correct any deficiencies and resubmit the corrected deliverable. Payment to the Vendor shall not be
authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance
will not be unreasonably withheld.
27. Network Access.
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27.1. Citv Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the
City's computer network in order to provide the services herein, Vendor shall execute and comply
with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated
herein for all purposes.
27.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System
("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center
("NCIC") of National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications
Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations
Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal
justice as defined therein on behalf of the City or the Fort Worth Police Department, under this
Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy
and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation
Criminal Justice Information Services Security Addendum. No changes, modifications, alterations,
or amendments shall be made to the Security Addendum. The document must be executed as is,
and as approved by the Texas Department of Public Safety and the United States Attorney General.
28. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services
rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and
list the parry's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter
in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter
to non -binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
Vendor Services Agreement — Technology (Rev.
8/19) Page 11 of
18
resolution process, the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less
than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of
the Texas Government Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to
City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
31. Renortina Requirements.
31.1. For purposes of this section, the words below shall have the following meaning:
31.1.1. Child shall mean a person under the age of 18 years of age.
31.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
31.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output, processing, storage, or communication facilities that are connected or related to the
device.
31.1.4. Computer technician means an individual who, in the course and scope of
employment or business, installs, repairs, or otherwise services a computer for a fee. This
shall include installation of software, hardware, and maintenance services.
31.2. Reportina Requirement. If Vendor meets the definition of Computer Technician as
defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography, Vendor shall immediately report the discovery
of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the
National Center for Missing and Exploited Children. The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known, and as permitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
32. Signature Authority. The person signing this agreement hereby warrants that he/she has
the legal authority to execute this agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Vendor
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
Vendor Services Agreement — Technology (Rev.
8/19) Page 12 of
18
33. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4 (Duties
and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit), and
Section 8 (Liability and Indemnification) shall survive termination of this Agreement.
34. Cooperative Purchasing. Should other izovernmental entities decide to participate in this
Contract throup-h an interlocal agreement with the City, the Vendor ap-rees to offer its products in services
under the same terms, conditions, specifications, and pricing as offered to the Citv. Governmental entities
utilizing Contracts with the City will be eligible, but not obligated, to purchase material/services under this
Contract(s) awarded as a result of this solicitation. All purchases by governmental entities other than the
City will be billed directly to that governmental entity and paid by that governmental entity. The City will
not be responsible for another governmental entity's debts. Each governmental entity will order its own
material/services as needed.
(signature page follows)
Vendor Services Agreement — Technology (Rev.
8/19) Page 13 of
18
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND
AGREED:]
City: Vendor: Brinkmann Instruments, Inc. dba
Metrohm USA, Inc.
By.
Name: Fernando Costa By:
Title: Assistant City Manager Name: Steven Daley
Title: Vice President of Sales
Date: /
Date:
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
�'_!�. wales
By: Chris Harder (Mar 8, 202406:37 CST)
Name: Christopher Harder, P.E.
Title: Water Department Director
Approved as to Form and Legality:
By:
Name: Taylor C. Paris
Title: Assistant City Attorney II
Contract Authorization:
M&C: 24-0011
Date Approved: 1/23/2024
FORM 1295 Certification No.: 2023-1075135
Vendor Services Agreement — Technology (Rev.
8/19)
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: Patty Je n son
Title: Contract ervices Administrator
City Secretary:
By:
Name: Jannette S. Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 14 of
18
EXHIBIT A
SCOPE OF SERVICES
1.0 INTENT
The contract is for a one-time purchase for three (3) Ion Chromatography
(IC) Systems and annual Preventative Maintenance and Repair Services
for the City of Fort Worth Water Department — Laboratory Division. These
IC systems will be used to analyze various anions and Hexavalent
Chromium in the City's distribution system, plant tap water, plant raw
sources, pretreatment service sources, Village Creek Water Reclamation
Facility sources, public water systems, and well water. These analyses
are used to obtain permits, meet Environmental Protection Agency (EPA)
and the Texas Commission on Environmental Quality (TCEQ) regulatory
requirements, as well as, for various water projects.
2.0 SCOPE
2.1 The IC System(s) shall be new, current production model
instruments and not a refurbished, demonstration or otherwise
previously used instrument.
2.2 The system(s) shall have at least 3 separate channels capable of
analyzing the following: two channels for EPA 300.0 Part A and EPA
300.1 Part B and one channel for Hexavalent Chromium by EPA
218.7. Each channel shall include its own auto sampler.
2.3 The IC system may be configured as a Single Unit or Multiple Units
to maximize productivity.
2.4 The IC system(s) shall be capable of operating in a stand-alone or
networked configuration. The IC system(s) in any configuration
(stand-alone, networked, or remotely controlled), shall support the
requirements for electronic records control of 21 Code of Federal
Regulations (CFR) part 11.
2.5 Each IC system shall be totally integrated and preconfigured.
3.0 SPECIFICATIONS FOR IC SYSTEMS FOR EPA 300.0 AND 300.1
3.1. The IC systems shall not require gas supplies for operation.
3.2. Each IC system provided for EPA 300.0 and 300.1 shall consist of a
self -regenerating suppressor, eluent generator/cartridge, eluent
degasser, conductivity detector for EPA 300.0 and 300.1, IC pump,
auto -sampler, injection valve, and IC column thermostat.
3.3. One computer capable of operating the IC Systems shall also be
included.
3.4. The IC systems shall use a self -regenerating chemical suppressor
that is not considered a consumable and includes a 10-year
warranty.
3.4.1. The suppressor shall be 100% solvent compatible.
3.4.2. The IC system shall include a Carbonate suppressor capable
of removing CO2 from the eluent via vacuum.
3.5. The IC systems shall have the ability to make eluent using a non-
proprietary stock or cartridge. Preferably, the IC systems will use a
Carbonate/Bicarbonate based eluent.
3.6. The IC systems shall use vacuum degas or an equivalent to provide
online eluent degassing and shall be capable of connecting to
conductivity, Ultraviolet (UV)/VIS or amperometry detector.
3.7. The IC system flow path shall be metal -free, pre -installed, and use a
guard column.
3.8. The IC systems' detectors shall meet the following requirements of
EPA 300.0 and EPA 300.1:
3.8.1. A conductivity detector system shall be an intelligent high-
performance conductance detector as an integral part of the
analysis system with Digital Signal Processor (DSP) and the
following specifications:
3.8.1.1. Measuring range 0 to 15000 pS /cm
3.8.1.2. Temperature stability <0.001 °C; temperature range
20 to 50 °C
3.8.1.3. Electronic noise <0.1 nS/cm at 1 pS/cm
3.8.1.4. Noise of running system <0.2nS/cm with chemical
and sequential suppression
3.9. The IC System pumps shall have a dual piston design which meets
the following requirements:
3.9.1. 0.001 to 10mL/ min flow rate
3.9.2. Flow accuracy <0.1 % deviation from the set valve
3.9.3. Flow increments 0.001 mL/min
3.10. The IC Autosampler shall meet the following requirements:
3.10.1. Auto samplers shall use nonmetallic components in the
sample fluid path.
3.10.2. Auto samplers shall have a rack that accommodates at least
140 sample vials. Auto samplers shall use standard
disposable non-metallic and non-proprietary sample vials.
The vials shall have caps.
3.10.3. Auto samplers shall be capable of automatic, in -line sample
filtration down to 0.2 micron and use non-proprietary filters.
Filters shall be multi -use filters and not single -use filter caps.
The inline sample filter shall be automatically cleaned after
each sample.
3.10.4. Auto samplers shall deliver volumes of up to 5mL per
sample.
3.10.5. Auto samplers shall be controlled by the instrument
software.
3.10.6. Auto sampler shall be capable of diluting samples/standards
up to 100x.
3.10.7. Auto sampler shall be capable of making calibration
standards from a single stock standard and meet relative
standard deviations (RSDs) according to EPA Methods
300.0 and 300.1.
3.10.8. Auto samplers shall have complete, random access which
will allow for samples to be easily added after a batch has
been started without needing to pause or interrupt the
system.
3.11. The IC system's injection valve shall meet the following
requirements and enable sample introduction.
3.11.1. Six port or better valve rated to 5,000 psi is required.
3.11.2. Valve shall be electronically controlled.
3.12. The IC system shall have a column heater with the following:
3.12.1. A column heater that can heat the column up to 800C
3.12.2. Temperature stability, ±0.05°C
3.12.3. Temperature reproducibility ±0.2°C
3.13. The IC system shall be able to achieve at a minimum the following
reporting limits or lower:
3.13.1. EPA 300.0 Part A's
3.13.1.1. Chloride: 5.Omg/L
3.13.1.2. Fluoride: 0.1 mg/L
3.13.1.3. Nitrate (as N): 0.1 mg/L
3.13.1.4. Nitrite (as N): 0.01 mg/
3.13.1.5. Ortho-Phosphate (as P): 0.1 mg/L
3.13.1.6. Sulfate: 5.0 mg/L
3.13.2. EPA 300.1 Part B's
3.13.2.1. Bromate: 5.0 ug/L
3.13.2.2. Bromide: 10 ug/L
4.0 SPECIFICATIONS FOR IC SYSTEM FOR EPA 218.7
4.1. The IC systems shall not require gas supplies for operation.
4.2. The IC system provided for EPA 218.7 shall consist of a UV/Vis
Detector for EPA 218.7, IC pump, injection valve, IC column heater,
post column reagent delivery, auto -sampler, eluent degasser, and a
computer with operating software.
4.3. The IC system flow path shall be metal -free and preinstalled
consisting of inert materials.
4.4. The IC system detector shall be UV/ Visible capable of reliable and
accurate quantification of substances that absorb light in the
ultraviolet or visible range. The UV/VIS detector shall:
4.4.1. Be equipped with either a variable wavelength or photo diode
array design.
4.4.2. Be capable of working in the wavelength range of 190-
900nm at increments of 1 nm.
4.4.3. Have bandwidth +/- 1-50nm at increments of 1 nm.
4.4.4. Have Wavelength Accuracy ±1 nm
4.4.5. Have a halogen lamp and a deuterium lamp.
4.4.6. Have multi -wavelength capabilities.
4.5. The IC System pumps shall have a dual piston with two valves and
flow -range -optimized intelligent pump head which meets the
following requirements:
4.5.1 0.001 to 10mL/ min flow rate
4.5.2 Flow accuracy <0.1 % deviation from the set valve
4.5.3 Flow increments 0.001 mL/min
4.6 The IC system's injection valve shall meet the following requirements
and enable sample introduction:
4.6.1 Six port or better valve rated to 5,000 psi is required.
4.6.2 Valve shall be electronically controlled.
4.7 The IC system shall have a column thermostat with the following:
4.7.1 A column heater that can heat the column up to 80°C
4.7.2 Temperature stability < 0.05°C
4.7.3 Temperature reproducibility ±0.2°C
4.8 The IC system shall have the capability for post column reagent
addition which:
4.8.1 Shall be delivered using a piston -driven pump.
4.8.2 Shall be electronically controlled without the use of
pressurized containers or gas tanks.
4.8.3 Shall be capable of automatically rinsing the post column
reagent lines at the end of each sequence to eliminate the
possibility of crystallization of diphenyl carbazide in the lines.
4.9 The IC system shall be able to achieve at a minimum the following
reporting limits or lower:
4.9.1 Hexavalent chromium, Cr (VI): 0.05 ug/L
4.10 The IC Autosampler shall meet the following requirements:
4.10.1 Shall use nonmetallic components in the sample fluid path.
4.10.2 Shall have a minimum capacity of holding 50 capped vials.
4.10.3 Shall use standard disposable non-metallic and
nonproprietary sample vials. The vials shall have caps.
4.10.4 Shall be flexible to add automated dilution and filtration
capability if needed.
4.10.5 Shall be controlled by the instrument software.
4.10.6 Shall have complete, random access which will allow for
samples to be easily added after a batch has been started
without needing to pause or interrupt the system.
4.11 The IC system shall use vacuum degas, or equivalent, to provide
online eluent degassing.
5.0 OPERATING SOFTWARE
5.1 Operating Software shall provide remote file access and full network
compatibility.
5.2 Operating Software shall be able to track all Quality Control (QC)
samples and notify the user of failed QC.
5.3 Operating Software shall include lifetime free software updates.
5.4 Operating Software shall include support for at least 10 years.
6.0 WARRANTY
6.1. All components of the IC Instrument not considered consumable
items, shall have a minimum of a full one-year warranty on parts and
labor commencing upon the date of installation of the Ion
Chromatography System. Additionally, the IC system(s) shall have 2
extra years of parts warranty included.
6.2. The IC system's self -regenerating chemical suppressors that are not
considered a consumable, shall include a 10-year warranty.
6.3. When applicable, all equipment requiring replacement shall be
replaced with a new item and not a refurbished item.
6.4. In addition to any other warranties in this contract, the supplier
warrants that all work and products shipped under this agreement
conforms to the agreement requirements and is free from any defect
in workmanship, equipment, material or design furnished by the
Supplier.
6.4.1. Supplier agrees to repair or replace promptly, on a one -for -
one basis without additional cost to the City of Fort Worth, for
all defective work and products. The Supplier shall respond
to the request and assign a technician within 24 hours of
receipt of notice. The Supplier shall remedy the defective
product or services on -site within five (5) days after
notification by authorized City personnel.
7.0 TRAINING
7.1. The supplier shall provide training on the IC systems for City
personnel.
7.2. The supplier shall provide information explaining in detail
the training provided with their proposal submittal.
8.0 INSTALLATION
8.1. The supplier shall ship and complete the installation of the IC
System(s) within six (6) months after receiving a CFW purchase
order.
8.2. All work shall be completed during normal business hours, Monday
through Friday, 8AM-5PM.
8.3. Upon completion of installation and successful testing of the IC
Systems, the supplier shall submit an invoice for the processing of
payment.
10.0 SERVICE CONTRACT, EQUIPMENT PREVENTATIVE MAINTENANCE
AND REPAIRS
10.1 Supplier shall provide a nine (9) year all-inclusive pricing for
onsite annual preventative maintenance and repair to include
parts, labor, and travel expenses. The Agreement will be
paid on an annual basis at a rate of $50,000.00 per year for
the preventative maintenance and repair.
10.2 Manufacturer shall guarantee, in writing, that it will maintain an
inventory of repair parts and have trained local technicians available
to service the instrument for a period of no less than 10 years after
the date of installation.
12.1
EXHIBIT B — COMPENSATION TERMS AND SCHEDULE
1. UNIT PRICE ADJUSTMENT
1.1 The unit prices may be adjusted for increases or decreases in Vendor's cost
during the renewal period but before the effective date of the renewal upon
written request from the Vendor.
1.2 The Vendor must submit its price adjustment request, in writing, at least 60
days before the renewal effective period. The Vendor shall provide written
proof of cost increases with price adjustment request.
1.3 If the City concludes that the rate increase being requested is exorbitant, the
City reserves the right to adjust the rate request, or reject the rate request in
its entirety and allow the contract to expire at the end of the contract term.
If the City elects not to exercise the renewal option, the Purchasing Division
will issue a new solicitation.
1.4 Prices bid shall remain firm for each one-year term of the Agreement and
shall include all associated freight and delivery costs.
1.5 Upon expiration of the Agreement term the Vendor agrees to hold over
under the terms and conditions of this Agreement for a reasonable period
of time to allow the city to re -bid an agreement, not to exceed ninety (90)
days. Vendor will be reimbursed for this service at the prior agreement
rate(s). Vendor shall remain obligated to the City under all clauses of this
Agreement that expressly or by their nature extends beyond and survives
the expiration or termination of this Agreement.
1.6 Goods and/or services shall not be suspended by the Vendor without a 30-
day prior written notice to the City.
2. BILLING FOR SERVICES: PAYMENT
2.0 Vendor shall bill for services based on the Service Fees and Charges
Schedule for actual services performed, as presented in Exhibit B.
2.1 All payment terms shall be no later than 30 days from the date the City
receives a properly prepared invoice that contains no errors.
2.2 Vendor shall invoice no more frequently than monthly for services
provided.
2.3 The City has implemented an automated invoicing systm, and Vendor's
invoices must comply with the following:
2.4 The Vendor shall send invoices electronically to the City's centralized
Accounts Payable department invoice email address:
supplierinvoices@fortworthtexas.gov. This email address is not monitored
so please do not send correspondence to this email address. The sole
purpose of the supplier invoices email address is to receive and process
supplier invoices.
Please include the following on the subject line of your e-mail: vendor
name, invoice number, and PO number, separated by an underscore (ex:
Example, Inc._123456_FW013-0000001234)
2.5 To ensure the system can successfully process your invoice in an expedient
manner, please adhere to the following requirements:
2.5.1 All invoices must be either a PDF or TIFF format.
2.5.2 Image quality must be at least 300 DPI (dots per inch).
2.5.3 Invoices must be sent as an attachment (i.e. no invoice in the body
of the email).
2.5.4 One invoice per attachment (includes PDFs). Multiple attachments
per email is acceptable but each invoice must be a separate
attachment.
2.5.5 Please do not send handwritten invoices or invoices that contain
handwritten notes.
2.5.6 Dot matrix invoice format is not accepted.
2.5.6.1 The invoice must contain the following information:
Supplier Name and Address; Remit to Supplier Name and
Address, if different; Applicable City Department business
unit# (i.e. FW013)
2.5.7 Complete City of Fort Worth PO number (i.e. the PO number must
contain all preceding zeros);
Invoice number;
Invoice date;
Unit and total cost; and
Invoices should be submitted after delivery of the goods or
services.
2.5.8 To prevent invoice processing delays, please do not send invoices
by mail and email and please do not send the same invoice more
than once by email to supplierinvoices@fortworthtexas.gov. To
check on the status of an invoice, please contact the City
Department ordering the goods/services or the Central Accounts
Payable Department by email at:
ZZ FIN AccountsPavable a fortworthtexas.aov.
2.5.9 If electronic invoicing is not possible, Vendor may send its paper
invoice to:
City of Fort Worth
Attn: FMS Central Accounts Payable
200 Texas Street
Fort Worth, Texas, 76102
Vendor shall not include Federal, State of City sales tax in its invoices. City shall
furnish a tax exemption certificate upon Vendor's request.
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone / Deliverable Ref. #:
Milestone / Deliverable Name:
Unit Testing Completion Date:
Milestone / Deliverable Target Completion Date:
Milestone / Deliverable Actual Completion Date:
Approval Date:
Comments (if needed):
Approved by Vendor:
Signature: _-Ct
Printed Name:c l(,� 'q
Title: J P — Se
Date: 3 r 23
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
Approved by City Department Director:
Signature:
Printed Name:
Title:
Date:
Vendor Services Agreement — Technology — Page 15 of
18
EXHIBIT D
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide description of
services. In order to provide the necessary support, Vendor needs access to description of specific Network
systems to which Vendor requires access, i.e. Internet, Intranet, email, HEAT System, etc. ("Access").
2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing description of services. Such access is granted subject to the
terms and conditions forth in this Agreement and applicable provisions of the City's Administrative
Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions
are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are
available upon request.
3. Network Credentials. The City will provide Vendor with Network Credentials consisting
of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor.
Access is being granted for purposes of completing services for the City pursuant to the Agreement and
Access shall expire at the completion of the, or upon termination of the Agreement, whichever occurs first.
4. Renewal. This Network Access Agreement shall be renewed in accordance with the
Agreement if the following conditions are met:
4.1. Contracted services have not been completed;
4.2. Contracted services have not been terminated; and
4.3. Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement, the Vendor has provided the City with a current list of its officers, agents, servants,
employees or representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor
shall provide the City with a current list of officers, agents, servants, employees or representatives that
require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial
of Access and/or termination of this Network Access Agreement.
5. Network Restrictions. Vendor officers, agents, servants, employees or representatives may
not share the City -assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its
authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's
compliance with this Network Access Agreement. A breach by Vendor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Vendor pursuant to this Network Access Agreement shall be grounds for the City
immediately to deny Vendor access to the Network and Vendor's Data, terminate the Agreement and the
Network Access Agreement, and pursue any other remedies that the City may have under the Agreement or
this Network Access Agreement or at law or in equity.
5.1. Notice to Vendor Personnel — For purposes of this section, Vendor Personnel shall
include all officers, agents, servants, employees, or representatives of Vendor. Vendor shall be
responsible for specifically notifying all Vendor Personnel who will provide services to the City
under this agreement of the following City requirements and restrictions regarding access to the
City's Network:
Vendor Services Agreement — Technology — Page 16 of
18
5.1.1. Vendor shall be responsible for any City -owned equipment assigned to
Vendor Personnel, and will immediately report the loss or theft of such equipment to the
City;
5.1.2. Vendor, and/or Vendor Personnel, shall be prohibited from connecting
personally -owned computer equipment to the City's Network;
5.1.3. Vendor Personnel shall protect City -issued passwords and shall not allow
any third party to utilize their password and/or user ID to gain access to the City's Network;
5.1.4. Vendor Personnel shall not engage in prohibited or inappropriate use of
Electronic Communications Resources as described in the City's Administrative
Regulation 137;
5.1.5. Any document created by Vendor Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
5.1.6. Vendor Personnel shall not copy or duplicate electronic information for
use on any non -City computer except as necessary to provide services pursuant to this
Agreement;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City; and
5.1.8. A Network user ID may be deactivated when the responsibilities of the
Vendor Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Network Access Agreement at any time and for any reason with or without notice, and
without penalty to the City. Upon termination of this Network Access Agreement, Vendor agrees to remove
entirely any client or communications software provided by the City from all computing equipment used
and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the
City's Network.
7. Information Securitv. Vendor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a
breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Vendor -owned equipment that contains City -provided access software, termination or
resignation of officers, agents, servants, employees or representatives with access to City -provided Network
credentials, and unauthorized use or sharing of Network credentials.
Vendor Services Agreement — Technology — Page 17 of
18
ACCEPTED AND AGREED:
CITY.
City of Fort Worth
By:
Name: Fernando Costa
Title: Assistant City Manager
Date:
Approval Recommended:
By: Chris H a rder(M a r8, 202406:37 CST)
Name: Christopher Harder, P.E.
Title: Water Department Director
Attest:
A s
By:
Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
Brinkmann Instruments, Inc. dba Metrohm
USA, Inc.
By:
Name: �n Daley
Title: Vice President of Sales
Date: /�o hj
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.
Name: Patty J an ' son u
Title: Contrac rvices Administrator
Approved as to Form and Legality:
By:
Name: Taylor C. Paris
Title: Assistant City Attorney II
Contract Authorization:
M&C: 24-0011
Date Approved: 1/23/2024
FORM 1295 Certification No.: 2023-1075135
Vendor Services Agreement — Technology — Page 18 of
18
EXHIBIT E
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by N.B. 23, 84th Leg., Regular Session
This qus.honnauo iv t?n -,I liln!1 in accoid3n-n with Chn)r1r• I M. I c,al Govern nont Gxha, try a vondc, who
has a business u as defined by Sectico 176 0010-a) with a beat governmental entiTy and the
vends -meals requironwmm undoe Snrtinn 176.006(a1
By law this questionnaire must he f0ed with the records admnstratoi of the log governmental entity not la;ar
than the 7th business day after tho date the vencica tgcomas aware of facts that requite the statement tr, be
Mod. Soo Soctmn t it, orq,(a. i) La._al Gmemmont Codo.
A vend-• commits an offense if thg vendor lirDwinaly violate; Secricri 176,017w. Loral Governtront Cale. An
rdat i+xs n : ion in a rrwsctoinnarwil.
Nnme of vendor who has s business relationship with local governmental entity,
Brinkmann Instruments Inc d/b/a Metrohm USA Inc
FORM CIO
OFFICE USE ONLY
e:e Itcee r.d
l � l Check this box if you are f Ihng an update to a previously filed questionnaire. (The law requres that you file an updated
u como!eted questiornaire with the amropriwe f lina 3ctharity not later than the 7th txisirless day after the date on wNch
You bocamo aware brat the r,r+dimly Died q.ro�tionnatro was incomplete cr inaccurato,)
31 Norro of local government officer about whom the Information Is being disclosed,
N/A
',., m; �tl cef
Describe each omploymonl or other business relationship with the local government officer, or o family member of the
officer, as desciltsed by Section 176.003ia)(2)(A). Also describe any family relationship with the local government officer.
Completa subparts A and R for each employment or business mIntfonship described. Attach additional pages to this Form
CIO as necessary.
A. is thQ kx at govornriont Mfcka m a family member of tho officor racahrinq of Irkay to rocavo taxar.'n r .,mr-
other than investment income. from the vendor?
Yes u No N/A
B. Is thevendm rocefaing of larety to fece,ve taxable income, other than l(wesiment income, from of at the d tectlor,
of the local government officer or a f arr*y member of the officer AND the taxable income is not recen'ed fnorr the
local govornmontal entity?
ED Yos F. I No N/A
inscribe 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.
N/A
LlChock th-s box it the vendor has given the local govemment other or a lamlly momt)or of the olf,cor one of muf c� -j'I
as descTbed in -cries 176.003(a)(2);6), exc',jaina adts described in Section 176.003ia-1).
11/10/2023
:d7nal, a ,Gr, doing bj_nn,_: „" the oNernm.?nal entry
I Ural Faa:cled Ivry texas kth,•a Gil mist-ior-
IY&W.01h.-c;.sIL,!. . n
Revsed !.' 2021
RFP 23-0095
Ion Chromatography Systems and Preventative Maintenance
Page 29 of 36
CITY COUNCIL AGENDA
Official site of the City of For[ Wotth, T - --
FORT WOR-f I
Create New From This M&C
REFERENCE **M&C 24- 13P RFP 23-0095 ION
DATE: 1/23/2024 NO.: 0011 LOG NAME: CHROMATOGRAPHY SYSTEMS
AND MAINT AND REPAIR
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of an Agreement with Brinkmann Instruments, Inc dba
Metrohm USA Inc. for the One -Time Purchase of Ion Chromatography Systems and
Annual Preventative Maintenance and Repair Services for the Water Department in an
Annual Amount Up to $250,000.00 for the Initial Term, and Authorize Nine, One -Year
Renewals in an Annual Amount Up to $50,000.00
RECOMMENDATION:
It is recommended that the City Council authorize execution of an agreement with Brinkmann
Instruments, Inc dba Metrohm USA Inc. for the one-time purchase of ion chromatography
systems and annual preventative maintenance and repair services for the Water Department in an
annual amount up to $250,000.00 for the initial term, and authorize nine, one-year renewals in an
annual amount up to $50,000.00.
DISCUSSION:
The Water Department approached the Purchasing Division for assistance with securing an
agreement for the one-time purchase of ion chromatography systems and annual maintenance and
repair services. The ion chromatography systems will be used to perform analyses on water
samples to meet Environmental Protection Agency (EPA) and Texas Commission Environmental
Quality (TCEQ) regulatory requirements. Purchasing issued an Invitation to Bid (ITB) that consisted
of specifications including the requirements of the systems and their components, operations and
software training required for City personnel following the installation, and warranty requirements.
The ITB was advertised in the Fort Worth Star -Telegram on September 13, 2023, September 20,
2023, September 27, 2023, October 4, 2023, October 9, 2023, October 11, 2023, October 18, 2023,
and October 25, 2023. The City received two responses. However, upon evaluation, one bidder,
Thermo Electron North America LLC, did not score at least 50\% of the total available points for
technical criteria and was deemed non -responsive in accordance with the bid documents.
An evaluation panel consisting of representatives from the Water and Environmental
Services Departments reviewed and scored the submittals using Best Value criteria. The individual
scores were averaged for each of the criteria and the final scores are listed in the table below.
Bidder F
�- a b c
Brinkmann Instruments, �12.0016.33 25.33
?Inc. dba Metrohm USA Inc. ;
,Thermo Electron North
America LLC 7.33 4.00112.00
Evaluation Factors
d
Total score
30.00
73.67
Bidder did not
Bidder did not
score 50\% of the
score 50\% of the
technical
technical
points; therefore, cost ; points; therefore, cost
was not evaluated I was not evaluated
Best Value Criteria:
a. Contractor's availability of equipment, parts, and personnel to perform services
b. References and related project experience
c. Contractor's proposed products and services meet the City's technical requirements
d. Cost of service
After evaluation, the panel concluded that Brinkmann Instruments, Inc dba Metrohm USA
Inc. presented the best value. Therefore, the panel recommends that Council authorize an
agreement with Brinkmann Instruments, Inc dba Metrohm USA Inc. No guarantee was made that a
specific amount of services would be purchased. Staff certifies that the recommended vendor's
bid met specifications.
Funding is budgeted in the Water Department Public Utility Department within the W&S Capital
Projects Fund for the purpose of funding the Water FY 22 Non -Fleet Eqmt project, as appropriated.
DVIN-BE: A waiver of the goal for Business Equity subcontracting requirement is approved by the
DVIN-BE, in accordance with the Business Equity Ordinance, because the purchase of goods or
services is from sources where subcontracting or supplier opportunities are negligible.
AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and
expire one year from that date.
RENEWAL TERMS: This agreement may be renewed for nine additional, one-year terms. This action
does not require specific City Council approval provided that the City Council has appropriated
sufficient funds to satisfy the City's obligations during the renewal term.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budget, as previously
appropriated, in the W&S Capital Projects Fund for the Water FY 22 Non -Fleet Eqmt project to
support the approval of the above recommendation and execution of the agreement. Prior to any
expenditure being incurred, the Water Department has the responsibility to validate the availability of
funds.
BQN\\
WC
Fund
Department
Account
Project j
Program
Activity
Budget
Reference #
Amount
ID
ID I
( Year I
(Chartfield 2)
FROM
Department
Account
Project
Program
Activity
Budget
Reference #
Amount
IFund
ID
I
ID
I
I Year
(Chartfield 2)
Submitted for Citv Manager's Office by:
Originating Department Head:
Additional Information Contact:
Reginald Zeno (8517)
Dana Burghdoff (8018)
Reginald Zeno (8517)
Christopher Harder (5020)
Jo Ann Gunn (8525)
Alyssa Wilkerson (8357)
ATTACHMENTS
13P RFP 23-0095 ION CHROMATOGRAPHY SYSTEMS AND MAINT AND REPAIR.docx (CFW Internal)
Business Equity Waiver.pdf (CFW Internal)
Form 1295.pdf (CFW Internal)
Revised IC FID table 2023.pdf (CFW Internal)
SAMs Report- Brinkmann Instruments Inc dba Metrohm USA Inc..pdf (CFW Internal)
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1of1
Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY 1
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number:
of business. 2023-1075135
Brinkmann Instruments Inc., dba Metrohm USA Inc.
RIVERVIEW, FL United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is-09/2212023
being filed. I
City of Fort Worth 'Date Acknowledged: I
i
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
23-0095
We are a distributor and service provider of Metrohm analytical instruments
4
Name of Interested Party
5 Check only if there is NO Interested Party.
6 UNSWORN DECLARATION
My name is Doug Castrillo
My address is 1905 Roosevelt Dr
(street)
FEI
Nature of interest
City, State, Country (place of business) (check applicable)
Controlling Intermediary I
, and my date of birth is 10/06/1987
Pantego Tx 76013
(city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
i
Executed in Tarrant County, State of Texas on the 25 day of September 20 23
(month) (year)
26
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V3.5.1.999234to