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
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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
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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
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$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
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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.
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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
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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
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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)
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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:
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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
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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.
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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
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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