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HomeMy WebLinkAboutContract 61383-A1City Secretary Contract No. 61383-A1 FORT"I 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 SciAps, Inc. ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties." 1. Scone of Services. Vendor will provide City with SciAps, Inc. X-550 Pb 14UD/EPA Lead Paint Analyzer - Au on an as -needed basis, described in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. If any provisions of the attached Exhibits conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Agreement will control. 2. Term. This Agreement begins on [April 12, 2024] ("Effective Date") and expires on [April 11, 2025] ("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-five thousand four hundred seventy-five Dollars ($25,475.00). 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. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement 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 Oblieations 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, OFFICIAL RECORD Vendor services Agreement CITY SECRETARY page 1 of 17 FT. WORTH, TX City Secretary Contract No. 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 to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third parry 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. Right 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 normal working hours to all necessary Vendor facilities and will be provided adequate and 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. Indeuendent 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 details 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 of 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 Vendor. It is further understood that City will in no way be considered a Co -employer or a Joint employer of Vendor or any Vendor Services Agreement Page 2 of 17 City Secretary Contract No. 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. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL 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, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SER VANTS AND EMPLOYEES, FROMAND A GAINSTANYAND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLVDINGALLEGED 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 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay 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 claim 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, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will 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 will fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the Vendor Services Agreement Page 3 of 17 City Secretary Contract No. software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. Assignment and Subcontracting. 9.1 Assianment. 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 Vendor 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 will 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 insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coveraae and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability Vendor Services Agreement Page 4 of 17 City Secretary Contract No. $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (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 strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation 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 Services Agreement Page 5 of 17 City Secretary Contract No. 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: SciAps, Inc. Kerri Garvey, Accounts Receivable Manager 7 Constitution Way Woburn, MA 01801 14. Solicitation of EmDlovees. 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. 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. Vendor Services Agreement Page 6 of 17 City Secretary Contract No. 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 Party'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 its Exhibits. 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. Counteruarts. This Agreement may be executed in one or more counterparts and each 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. Immigration Nationalitv 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 Vendor Services Agreement Page 7 of 17 City Secretary Contract No. 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. Signature Authoritv. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective parry, 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 Comnanv 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 filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 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 Bovcottiniz Enerev Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to 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 Vendor Services Agreement Page 8 of 17 City Secretary Contract No. 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. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to 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, City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to 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. 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 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. (signature page follows) Vendor Services Agreement Page 9 of 17 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Name: Fernando Costa Title: Assistant City Manager APPROVAL RECOMMENDED: By K" Name: Kacey Bess Title: Interim Director, Neighborhood Services ATTEST: F°Rr4 4� �o A d� �* C adan�p6$4g4 By: Name: Jannette Goodall Title: City Secretary VENDOR: SciAps, Inc. By: Name: Heather Shields Title: Inside Sales Manager 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. 101Gi v Cairn By John Cain (Jul 11, 202412:44 CDT) Name: John Cain Title: Neighborhood Development Manager APPROVED AS TO FORM AND LEGALITY: By: Gam .a, Name: Jessika Williams Title: Assistant City Attorney CONTRACT AUTHORIZATION: Form 1295: 2024-1154454 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 17 City Secretary Contract No. EXHIBIT A Scone of Service SciAvs, Inc. will provide to the Citv a 910-500138 SciAvs, Inc. X-550 Pb HUD/EPA Lead Paint Analvzer - Au The X-550 Pb utilizes miniaturized, rugged Au X-ray tube (40 W, 100 uA, 4 W) and Silicon Drift Detector for measurement of lead -based paint in units of mg/cm2. The X-550 Pb is world's only handheld XRF accepted by HUD and EPA for testing residential, day care, schools and other such properties via a published Performance Characteristics Sheet (PCS). It provides analysis of lead (Pb) loadings both for surface and deeply covered lead in paint in as little as 1 second, as well as a risk -assessment indicator if the lead is on the surface or covered by non -lead containing paint. PC Software for PC operation, import/export of results, data management. Included with each System: 2 Li -Ion batteries, battery charger, ruggedized carrying case, spare Kapton windows, operations manual, 1-year manufacturing warranty on analyzer except X-ray tube. X-ray tube warranty is 5 years. Additional items included are the X550Pb Extension Pole, XRF lack Silicone Sleeve, X5 Series and the Holster, X5 Series. SciAps, Inc. will ship this item via FedEx to the address on the City's PO. Current lead time, as of 4/9/2024, is 1 week or less. Vendor Services Agreement Page 11 of 17 City Secretary Contract No. EXHIBIT B PAYMENT TERMS The payment terms on the purchase of this item will be Net 30. SdAps SCIAps. Inc. 7 Constltutlon Way. Wobum. MA 01801 USA.1 339-927-9455 EIN: 455055500 Quotation Fora Maria Corrales City of Fort Worth 200 Texas Street FortWorth,TX 76102 (817) 223-7465 maria.corrales@fortmrthtexas.gov Line Item Part Number Product and Description Quotation A 2000319-104 DATE 5/6/2024 Quotation valid until: 6/5/2024 Quantity Sale Price Price, in USD 1 910-500138 SciApsX-550PbHUDIEPALeadPaintAnalyzer-Au 1 $24,500.00 $24,500.00 No radioactive materials, no licensing costs or travel restrictions and no isotope replacement and disposal costs. The X-550 Pb utilizes miniaturized, rugged Au X-ray tube (40 kV, 100 uA, 4 W) and Silicon Drift Detector for measurement of lead -based paint in units of mg/cm2. The X-550 Pb is world's only handheld XRF accepted by HUD and EPA for testing residential, day care, schools and othersuch properties via a published Performance Characteristics Sheet (PCs). it provides analysis of/ead (Pb) loadings both for surface and deeply covered lead in paint in as little as 1 second, as well as a risk -assessment indicator if the lead is on the surface or covered by non -lead containing paint. The X-550 Pb maybe operated in two Apps. One is the PCs App, for automatic testing fully in compliance with the PCs. In this setup the analyzer automatically terminates testing as soon as the lead level is above or below the Action Level (usually 1.0 mg/cm2) with 95% confidence. The unit also features an OSHA17H App for precision -based test times designed for industrial type compliance testing where operators want to measure the presence of any detectable lead. The lead limit of detection is typically 0.01 mg/cm2. The analyzer auto -calibrates on a 316 stainless steel clip, and the user performs a lead calibration check on a NIST 1.0 mg/cm2 calibration block. Analyzer auto -calibrates on external 316 stainless beam cover and is equipped with NIST certified reference paint sample to verify calibration at 1.04 mg/cm2. Analyzer includes dual integrated cameras. A macro -camera for photo -documentation oftests and reading bar codes and internal targeting camera for pinpointing specific test regions especially on molding or other irregularly shaped testing surfaces. Google-powered, Android operating system providing easy and intuitive operation. Wireless and BluetooM built in for easy connectivity to other devices. PC Software for PC operation, importyexport of results, data management. Included with each System: 2 Li -Ion batteries, battery charger, ruggedized carrying case, spare Kapton windows, operations manual, 1 year manufacturing warranty on analyzer except X-ray tube. X-ray tube warranty is 5 years. 2 900-500149 X5501ob Extension Pole 1 $500.00 $500.00 0.00 3 116-500175 XRF Black Silicone Sleeve, X5 Series 1 $225.00 $225.00 small screen 4 105-Holster Holster, X5 Series 1 $75.00 $75.00 Allows handstree carrying ofXRF X5 Series Additional Notes: SUBTOTAL, USD $25,300.00 Estimated Shipping S175.00 Excludes Sales Tax Total, USD $25,475.00 Vendor Services Agreement Page 12 of 17 City Secretary Contract No. 1,'�I1: iyI11�1:�uf.Y "0410111700[$]k1(.y Products furnished and services rendered by Seller are sold only on the terms and conditions stated herein. Notwithstanding any terms or conditions on Buyer's order, Seller's performance of any contract is expressly made conditional on Buyer's agreement to Seller's Terms and Conditions of Sale unless otherwise specifically agreed to in writing by Seller. In the absence of such agreement, commencement of performance and/or delivery shall be for Buyer's convenience only and shall not create any contractual obligation nor shall it be deemed or construed to be acceptance of Buyer's terms and conditions, or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance of any Product furnished or service rendered shall be deemed assent to and acceptance of the terms and conditions stated herein. All contracts for the sale of Products shall be construed under and governed by the laws of the State of Massachusetts. 2. QUOTATIONS AND PRICES All quotations are subject to the terms and conditions stated herein as well as any additional terms and conditions that may appear on the face hereof. In the case of a conflict between the terms and conditions stated herein and those appearing on the face hereof, the latter shall control. Seller's prices and quotations are subject to the following: (a) All published prices are subject to change without notice. (b) UNLESS OTHERWISE SPECIFIED IN WRITING, ALL QUOTATIONS ARE FIRM FOR, AND EXPIRE, THIRTY (30) DAYS AFTER DATE THEREOF AND CONSTITUTE OFFERS; provided that, budgetary quotations and estimates are for preliminary information only and shall neither constitute offers, nor impose any responsibility or liability upon Seller. (c) Unless otherwise stated in writing by Seller, all prices quoted shall be exclusive of transportation, insurance, taxes (including, without limitation, any sales, use or similar tax), license fees, customs fees, duties and other charges related thereto, and Buyer shall report and pay any and all such shipping charges, premiums, taxes, fees, duties and other charges related thereto, and Buyer shall hold Seller harmless therefrom. (d) Stenographical, typographical and clerical errors are subject to correction. (e) Prices quoted are for Products only and do not include technical data, proprietary rights of any kind, patent rights, qualification, environmental or other than Seller's standard tests, and other Seller's normal domestic commercial packaging, unless expressly agreed to in writing by Seller. (f) Published weights and dimensions are approximate only. Manuals, programs, listings, drawings or other documentation required hereunder must be referenced specifically, and will be the latest applicable version. 3. TERMS OF PAYMENT Unless credit is granted, payment is due upon delivery. All payments for Products released and shipped on approved credit accounts shall be due in full thirty (30) days from date of invoice unless otherwise provided. Past due balances shall be subject to a service charge not more than the amounts allowed by law. Partial shipments will be billed as made and payments therefor are subject to the above terms. Payment shall not be withheld for delay in delivery of required documentation unless a separate price is stated therefor, and then only to the extent of the price stated for such undelivered documentation. Seller may cancel or delay delivery of Products in the event Buyer fails to make prompt payment therefor, or in the event of an arrearage in Buyer's account with Seller. 4. INTERNATIONAL TRANSACTION - Payment will be in United States dollars unless otherwise agreed to in writing. 5. TRANSPORTATION AND RISK OF LOSS Transportation will normally follow Buyer's shipping instructions, but Seller reserves the right to ship Products freight collect and to select the means of transportation and routing when Buyer's Professional Services Agreement MAXIMUS Consulting Services, Inc., Page 13 of 17 City Secretary Contract No. instructions are not provided. Unless otherwise advised, Seller may insure to full value of the Products or declare full value thereof to the transportation company at the time of delivery and all such freight and insurance costs shall be for Buyer's account. Risk of loss or damage shall pass to Buyer upon delivery of the Products to the transportation company at the FOB point, whether or not installation is provided by or under supervision of Seller. Unless otherwise provided by Seller, title shall pass from Seller to Buyer when products are delivered to the transportation company at the location of Seller's manufacturing plant from which the Products are shipped. Confiscation or destruction of, or damage to Products shall not release, reduce or in any way affect the liability of Buyer therefor. Notwithstanding any defect or nonconformity, or any other matter, such risk of loss shall remain in Buyer until the Products are returned at Buyer's expense to such place as Seller may designate in writing. Buyer, at its expense, shall fully insure Products against all loss or damage until Seller has been paid in full therefor, or the Products have been returned, for whatever reason, to Seller. All Products must be inspected upon receipt and claims should be filed with the transportation company when there is evidence of damage, either concealed or external. As used in the clauses appearing herein or attached hereto, "delivery" shall occur when the Products are delivered at the FOB point, which shall be the point of manufacture or such other place as Seller shall specify in writing, notwithstanding installation by or under supervision of Seller. Notwithstanding the foregoing, until the purchase price and all other charges payable to Seller have been received in full, Seller shall retain, and Buyer hereby grants to Seller, a security interest in the products delivered to Buyer and any proceeds therefrom Buyer agrees to promptly execute any documents requested by Seller to document, perfect and/or protect such security interest. 6. PERFORMANCE Neither party shall be liable in any way because of any delay in performance hereunder due to unforeseen circumstances or to causes beyond its control, including, without limitation, strike, lockout, riot, war, fire, act of God, accident, inability to obtain labor, delays caused by suppliers, subcontractors or by other parties, materials shortages, curtailment of or inability to obtain sufficient electrical or other energy supplies, or compliance with any governmental law, regulation or order. Prompt notice of any such delay beyond either party's control shall be given to the other party. Provided such delay is neither material nor indefinite, performance shall be deemed suspended during and extended for such time as any such circumstances or causes have been remedied, the delayed party shall continue, and the non -delayed party shall accept performance hereunder. Seller may in the absence of applicable government regulations, during any period of shortage due to circumstances beyond its control, allocate inventories and current production among its customers. In addition, in the interest of conservation of scarce materials and of the efficient utilization of high value parts and components, Seller may substitute suitable materials, including remanufactured parts and components, when in its opinion, such substitution is necessary. Such substituted materials are covered by the same warranty and are subject to the same high standards of quality control applied to other materials. As used herein, "performance" shall include, without limitation, fabrication, shipment, delivery, assembly, installation, testing and warranty repair or replacement, as applicable. 7. ACCEPTANCE The furnishing by Seller of a Product to the Buyer shall constitute acceptance of that Product by Buyer, unless notice of defect or nonconformity is received by Seller within ten (10) days of receipt of the Product at Buyer's designated receiving address; provided that, for Products for which Seller agrees in writing to perform acceptance testing after installation, the completion of Seller's applicable acceptance tests, or execution of Seller's acceptance form by Buyer shall constitute acceptance of the Product by Buyer. Notwithstanding the foregoing, any use of a Product by Buyer, its agents, employees, contractors or licensees, for any purpose, after receipt thereof, Professional Services Agreement MAXIMUS Consulting Services, Inc., Page 14 of 17 City Secretary Contract No. shall constitute acceptance of that Product by Buyer. Seller may repair or at its option, replace defective or nonconforming parts after receipt of notice of defect or nonconformity. 8. EXPORT LAWS The Product is subject to U.S. Government export laws and regulations. Buyer shall not export, re-export or transfer the goods or any proprietary information received from Seller without first obtaining the appropriate U.S. Government approvals. 9. ASSIGNMENTS AND TERMINATIONS Any assignment by Buyer of any contract hereunder without the express written consent of Seller is void. Buyer shall not cancel, terminate or reschedule any order accepted by Seller except by the prior written consent of Seller. In any such event, with or without Seller's consent, Buyer agrees to pay Seller a charge determined solely by Seller to cover the reasonable costs of processing, order handling, retesting, repackaging and Seller damages under the Uniform Commercial Code, or as determined in accordance with the published policies of the Seller. 10. PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS Seller will at its own expense and as set forth herein, defend any action brought against Buyer in respect to any claim that the design or manufacture of any Product in the Seller's commercial line of Products or manufactured to specifications set by the Seller and furnished hereunder, constitutes an infringement of any patents or other intellectual property rights of the United States or Canada. Subject to the provisions in the DAMAGES AND LIABILITY section hereof, Seller will pay all damages and costs either awarded in a suit or paid, in Seller's sole discretion, by way of settlement, which are based on such claim of infringement, provided that Buyer promptly notifies Seller in writing of such claim of infringement and gives Seller full authority, information and assistance in settling or defending such claim, or Seller will, in its sole discretion and at its own expense, either procure a license which will protect Buyer against such claim without cost to Buyer, replace said Product with a non -infringing product, or remove said Product and refund an equitable portion of the price paid by the Buyer to Seller for said Product. Seller shall have no liability whatsoever hereunder with respect to any claims settled by Buyer without Seller's prior written consent. Seller EXPRESSLY EXCLUDES from any liability hereunder and Buyer shall hold Seller harmless from and against any expense, loss, costs, damages or liability resulting from claimed infringement of patents, trademarks, copyrights or other intellectual property rights; (1) arising from a use of or a combination of said Product with other equipment, processes, programming applications or materials not furnished under this contract, (2) based on items made with the Product furnished under this contract, (3) arising out of compliance by Seller with Buyer's designs, specifications or instructions, and/or (4) arising from use or manufacture by anyone of inventions in connection with products or services sold, used or intended for sale or use in performing contracts with the United States or related subcontracts. The foregoing states Seller's entire liability for any claim based upon or related to any alleged infringement of any patent or other intellectual property rights. 11. WARRANTY - Seller warrants that each standard Product sold by it is free of defects in materials and workmanship for such period of time and under such conditions as are specified herein or as may be specified by Seller on the face of its quotation or otherwise reduced to writing and expressly approved by Seller. Seller's obligation under said warranty continues for a period of time and under such conditions as specified in Seller's warranty for the individual Product. The warranty period so specified by Seller shall commence on the date of shipment from Seller to the original purchaser. If no period of time is stated, then such warranty is limited to one (1) year. Unless otherwise specified on the face hereof or otherwise mutually agreed in writing, Seller's applicable standard warranties are incorporated herein by this reference. Repair, or at Seller's option, replacement of defective parts shall be the sole and exclusive remedy under warranty; provided that, Seller may as an alternative, elect to refund an equitable portion of the purchase Professional Services Agreement MAXIMUS Consulting Services, Inc., Page 15 of 17 City Secretary Contract No. price of the Product. All warranty replacement or repair of parts shall be limited to Product malfunctions which, in the sole opinion of Seller, are due or traceable to defects in original materials or workmanship. Experimental, developmental or special application products, or products with a limited life are sold without warranty. All obligations of Seller under warranty shall cease in the event of abuse, accident, alteration, misuse or neglect of the Product. In -warranty repaired or replaced parts are warranted only for the remaining unexpired portion of the original warranty period applicable to the repaired or replaced parts. After expiration of the applicable warranty period, Buyer shall be charged at the then current prices for parts, labor and transportation. Reasonable care must be used to avoid hazards. Seller expressly disclaims responsibility for loss or damage caused by use of its products other than in accordance with proper operating procedures. THIS WARRANTY IS EXPRESSLY IN LIEU OF AND EXCLUDES ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR PARTICULAR PURPOSE, USE, OR APPLICATION, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF SELLER, UNLESS SUCH OTHER WARRANTIES, OBLIGATION OR LIABILITIES ARE EXPRESSLY AGREED TO IN WRITING BY SELLER. Statements made by any person, including representatives of Seller, which are inconsistent or in conflict with the terms of these warranties shall not be binding upon Seller unless reduced to writing and approved by an officer of Seller. 12. WARRANTY REPLACEMENT AND ADJUSTMENT All claims under warranty must be made promptly after occurrence of circumstances giving rise thereto and must be received within the applicable warranty period by Seller or its authorized representative. Such claims should include the Product type and serial numbers, and a full description of the circumstances giving rise to the claim. Before any Products are returned for repair and/or adjustment, written authorization from Seller or its authorized representative for the return and instructions as to how and where these Products should be shipped must be obtained. Any product returned to Seller for examination shall be sent prepaid via the means of transportation indicated as acceptable by Seller. Seller reserves the right to reject any warranty claim not promptly reported and any warranty claim on any item that has been altered or has been shipped by unacceptable means of transportation. When any Product is returned for examination and inspection, of for any other reason, Buyer shall be responsible for all damage resulting from improper packing or handling, and for loss in transit, notwithstanding any defect or non -conformity in the Product. In all cases Seller has sole responsibility for determining the cause and nature of failure and Seller's determination with regard thereto shall be final. IF IT IS FOUND THAT SELLER'S PRODUCT HAS BEEN RETURNED WITHOUT CAUSE AND IS STILL SERVICEABLE, BUYER WILL BE NOTIFIED AND THE PRODUCT RETURNED AT ITS EXPENSE, IN ADDITION, A CHARGE FOR TESTING AND EXAMINATION MAY, IN SELLER'S SOLE DISCRETION, BE MADE ON PRODUCT SO RETURNED. 13. DAMAGES AND LIABILITY - SELLER'S AGGREGATE LIABILITY IN DAMAGES OR OTHERWISE SHALL NOT EXCEED THE PAYMENT, IF ANY, RECEIVED BY SELLER FOR THE UNIT OF PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED, AS THE CASE MAY BE, WHICH IS THE SUBJECT OF CLAIM OR DISPUTE, IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGES OF ANY KIND, HOWSOEVER CAUSED. 14. TRADEMARKS - Buyer agrees that it will not use any name or trademark of SciAps, Inc. without Professional Services Agreement MAXIMUS Consulting Services, Inc., Page 16 of 17 City Secretary Contract No. prior written permission. 15. DISPUTES All disputes under any contract concerning Products not otherwise resolved between Seller and Buyer shall be resolved in a court of competent jurisdiction in Middlesex County, Massachusetts and in no other place. Provided that, in Seller's sole discretion such action may be heard in some other place designated by Seller (if necessary to acquire jurisdiction over third persons), so that the dispute can be resolved in one action. Buyer hereby consents to the jurisdiction of such court or courts and agrees to appear in any such action upon written notice thereof. No action, regardless of form, arising out of, or in any way connected with, the Products or services furnished by Seller, may be brought by Buyer more than one (1) year after the cause of action has accrued. If any part, provision or clause of the terms and conditions of sale, or the application thereof to any person or circumstances, is held invalid, void or unenforceable, such holding shall not affect and shall leave valid all other parts, provisions, clauses or applications of the terms and conditions remaining, and to this end the terms and conditions shall be treated as severable. 16. GOVERNMENT SALE For contracts placed in support of and charged to a U.S. Government Prime Contract procuring an item meeting the Federal Acquisition Regulation (FAR) definition of a commercial item, the following clauses set forth in the FAR or the Defense Federal Acquisition Regulation Supplement (DFARS) in effect as of the date of this contract are incorporated herein by reference. (a) Utilization of Small Business Concerns FAR 52.219-8 (b) Equal Opportunity FAR 52.222-26 (c) Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era FAR 52.222-35 (d) Affirmative Action for Workers with Disabilities FAR 52.222-36 (e) Subcontracts for Commercial Items and Commercial Components FAR 52.244-6 (f) Preference for Privately Owned U.S. Flag Commercial Vessels FAR 52.247-64 (g) Preference for Domestic Specialty Metals, Alternate 1 DFAR 252.225-7014 (h) Subcontracts for Commercial Items and Commercial Components DFAR 252.244-7000 (i) Transportation of Supplies by Sea DFAR 252.247-7023 0) Notification of Transportation of Supplies by Sea DFAR 252.247-702 17. SOFTWARE Buyer acknowledges that all software products obtained by Buyer from Seller are proprietary to Seller and its licensors and are subject to copyrights owned by Seller and its licensors. Any references to "purchases" of software products signify only the purchase of a license to use the software product in question pursuant to the terms of the Seller Software License Agreement, a copy of which is available to Buyer and which is incorporated herein in its entirety by this reference. Buyer agrees to be bound by all of the terms of such Software License Agreement and agrees that it will acquire no rights with respect to a software product other than the right to use it pursuant to the terms of such Software License Agreement. Thank you Signature: Email: allison.tidwell@fortworthtexas.gov Professional Services Agreement MAXIMUS Consulting Services, Inc., Page 17 of 17