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HomeMy WebLinkAboutContract 62123CSC No. 62123 FORT WO RT H11*4 o, 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 PROMOCHROM TECHNOLOGIES LTD. ("Vendor"), a Canadian -based company registered in New Jersey, each individually referred to as a "party" and collectively referred to as the "parties." 1. Scone of Services. Vendor will provide a PromoChrom SPE-03 System, parts, software, installation, and extended warranty on parts and labor for four (4) years ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. In the event of a conflict between the terms of this Agreement and the attached exhibits, the terms of this Agreement shall control. 2. Term. This Agreement begins on October 10, 2024 ("Effective Date") and expires on October 9, 2025 ("Expiration Date"), unless terminated earlier in accordance with this Agreement. 3. Comnensation. City will pay Vendor in accordance with the provisions of this Agreement, including Exhibit "A," which is attached hereto and incorporated herein for all purposes. Total annual compensation under this Agreement will not exceed sixty-two thousand six hundred eighty dollars and fourteen cents ($62,680.14). 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 Oblil;ations 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 10 FT. WORTH, TX 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 party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RiLFht 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. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the 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 respondent 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 10 officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors. Liabilitv and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, 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, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER# WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCL UDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES TO DEFEND, SETTLE, OR PAY, ATITS OWN COSTAND EXPENSE, ANY CLAIM OR ACTION AGAINST CITYFOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTYRIGHT 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 NOTAPPLYIF CITYMODMIES OR MISUSES THE SOFTWAREAND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO TIHS SECTION, VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTIONAND 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 LAWSUITASNECESSARYTOPROTECT CITY'SINTEREST, AND CITYAGREES TO COOPERATE WITH VENDOR INDOING SO. INTHEEVENT 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 TIHS AGREEMENT, CITY WILL HAVE THE SOLERIGHT TO CONDUCT THEDEFENSE OFANYSUCHCLALVIORACTIONAND 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. CITYAGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY Vendor Services Agreement Page 3 of 10 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 THEREOFIS 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 SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON- INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND/OR DOCUMENTATION WITHEQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND/OR DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY, • OR (D) LF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS A GREEMENT, AND REFUND ALL AMOUNTSPALO TO VENDOR BY CITY, SUBSEQUENT TO WIHCHTERIVIINATIONCITYMAYSEEKANYANDALL REMEDIESAVAILABLE TO CITY UNDER LAW. 9. Assignment and Subcontracting. 9.1 Assignment. 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 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: Vendor Services Agreement Page 4 of 10 $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 $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 Reauirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. Vendor Services Agreement Page 5 of 10 (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. Comoliance with Laws. Ordinances. Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives or (2) 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 100 Fort Worth Trail Fort Worth, TX 76102-6314 With copy to Fort Worth City Attorney's Office at the same address. To VENDOR: PromoChrom Technologies Ltd. Dessie Robb, Technical Sales Representative 13351 Commerce Parkway, unit 1103 Richmond, BC V6V 2X7 Canada 14. Solicitation of Emplovees. 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. Vendor Services Agreement Page 6 of 10 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. Governinu Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the 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 Controlline. 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. Counterparts. 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 Vendor Services Agreement Page 7 of 10 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. Immieration 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 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. Sienature Authoritv. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Chanee in 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 Vendor Services Agreement Page 8 of 10 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 Chapter 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 Bovcottine 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 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 Aeainst 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 SiLynatures. 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 10 ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this By: William Johnson (Olt 16, 202416:08 CDT) contract, including ensuring all performance and Name: William Johnson reporting requirements. Title: Assistant City Manager Date: Oct 16, 2024 a„ By: Name: Patty Je ilson APPROVAL RECOMMENDED: Title: Contract ervices Administrator APPROVED AS TO FORM AND LEGALITY: ChK'5 Harder By: Chris Harder (Oct 14, 202410:04 CDT) Name: Christopher Harder, P.E. Title: Water Department Director By: �.u a ap poet a ° ° °° °° as Name: Andrea Phillips ATTEST: p oo° ° �Fe Title: Assistant City Attorney Ovo 0=0 Pd °'° ° °°mod d CONTRACT AUTHORIZATION: aa��d654aa M&C: N/A By: Form 1295: N/A Name: Jannette S. Goodall Title: City Secretary VENDOR: PromoChronr Technologies Ltd By: Name: Dessie Robb Title: Technical Sales Representative Date October 10, 2024 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 10 of 10 EXHIBIT A PromoChrom Technologies Ltd. Sample Preparation Without Limits 13351 Commerce Parkway, Unit 1103 Richmond, BC V6V 2X7 Canada Phone 1-833-772A766 www.promochrom.com, into@promochrom.com For: Katrina Nwinye City of Fort Worth, TX Item P/N Description Unit Price (USD) 1 Part No.: SPE-03 Includes MOD-004 automated sample bottle rinsing, MOD-005 minimal - Teflon option, 8 channel SPE-03, 24V power supply, touch screen stylus pen, solvent bottle adapters, sample bottle adapter tubing and user manual. 44,837.50 (includes shipping) 2 Part No.: MOD -OOP Volume -Matrix Plus configuration, includes sample bottle tilting racks, dual sample load/rinse lines, sample line hangers and additional multichannel valve. 3,692.50 3 Part No.: CF-06 Anti -clogging frits for 6mL SPE cartridge, pack of 50 79.13 4 Part No.: F-T-4 Anti -clogging tips for MOD-004 caps, pack of 50 79.13 5 Part No.: F-HC-30 High -capacity inline filter, pack of 50 131.88 6 Part No.: SC I-SPE03 GOLD PLAN Extended warranty on parts and labor for four years. 15,400.00 Delivery: Within 75 days after receiving PO. Terms: Includes shipping and one year warranty on parts and labor. THANK YOU FOR YOUR BUSINESSI DATE: 2024-09-04 QUOTATION 1{: Q20240904 Your Reference: Payment Method: See below Valid Till: 2024.10.19 Discount Qty Total (USD) (USD) 1 44,837.50 1 3,692.50 1 79.13 1 79.13 - 1 131.88 1,540.00 1 13,860.00 SUBTOTAL 62,680.14 SHIPPING & HANDLING 0.00 TOTAL 62,680.14 PromoChrom Technologies Ltd. Terms and Conditions of Sale — Goods and Services 1. DEFINITIONS: In these Terms and Conditions of Sale, "Seller" means PromoChrom Technologies Ltd.; "Buyer" means the person, firm, company or corporation by whom the order is given. "Product" means any products listed in the Seller's Quotation, including any accompanying accessories, components, or related materials specified therein. Any modifications or amendments to the Seller's Quotation shall be subject to mutual written agreement by both parties. 2. THE CONTRACT: 2.1 All orders must be in writing and are accepted subject to these Terms and Conditions of Sale. 2.2 The Contract shall become effective only upon the date of acceptance of Buyer's Purchase Order by Seller. 2.3 No alteration or variation to the Contract shall apply unless agreed in writing by both parties. However, Seller reserves the right to effect minor modifications and/or improvements to the Goods before delivery provided that the performance of the Goods is not adversely affected and that neither the Contract Price nor the delivery date is affected. 3. VALIDITY OF QUOTATION AND PRICES: 3.1 Unless previously withdrawn, Seller's quotation is open for acceptance within the period stated therein or, when no period is so stated, within sixty days after its date. 3.2 Prices are firm for delivery within the period stated in Seller's quotation and are exclusive of (a) Value Added Tax and (b) any similar and other taxes, duties, levies or other like charges arising outside Canada in connection with the performance of the Contract. 3.3 Prices are for Goods delivered EXW (Ex works) Seller's shipping point, inclusive of freight, insurance and handling unless otherwise stated in the Seller's order confirmation. 4. PAYMENT: 4.1 Payment shall be made: (a) in full without set-off, counterclaim or withholding of any kind (save where and to the extent that this cannot by law be excluded); and (b) in the currency of Seller's order confirmation by bank transfer within 30 days after receiving Goods. PromoChrom Technologies Ltd. 4.2 Buyer will provide Seller with a tax exemption certificate acceptable to the applicable taxing authorities. 4.3 If full payment is not made to Buyer within 30 days after receiving Goods, Buyer is responsible for paying a USD1000 late payment penalty per month or part there -of to Seller. 5. DELIVERY PERIOD: 5.1 Unless otherwise stated in Seller's quotation, Seller will ship out the Goods within 45 days after receiving Buyer's Purchase Order. The method of shipment will be within the discretion of the Seller. The Goods will be deemed received by Buyer when delivered to the address specified in Buyer's Purchase Order. 5.2 If Seller is delayed in or prevented from performing any of its obligations under the Contract due to the acts or omissions of Buyer or its agents (including but not limited to failure to provide specifications and/or such other information as Seller reasonably requires to proceed expeditiously with its obligations under the Contract), the delivery/completion period and the Contract Price shall both be adjusted by Seller accordingly. Any costs incurred as a result will be charged to Buyer. 6. FORCE MAJEURE: 6.1 Force Majeure of any kind, unforeseeable production, traffic or shipping disturbances, war, acts of terrorism, fire, floods, unforeseeable shortages of labor, utilities or raw materials and supplies, strikes, lockouts, acts of government, and any other hindrances beyond the control of the party obliged to perform which diminish, delay or prevent production, shipment, acceptance or use of the goods, or make it an unreasonable proposition, shall relieve the party from its obligation to supply or take delivery, as the case may be, as long as and to the extent that the hindrance prevails. If, as a result of the hindrance, supply and/or acceptance is delayed by more than four weeks, either party shall have the right to cancel the contract. 7. DELIVERY, RISK & TITLE: 7.1 Unless otherwise expressly stated in the Buyer's Purchase Order, the Goods will be delivered F.O.B Destination to the destination named in the Purchase Order. Risk of loss of or damage to the Goods shall pass to Buyer upon delivery as aforesaid and Buyer shall be responsible for insurance of the Goods after risk has so passed. 7.2 Title to the Goods shall pass to Buyer upon delivery in accordance with Clause 7.1. 8. POST -SALE SUPPORT: PromoChrom Technologies Ltd. 8.1 "Warranty Period" begins 10 days after Product is delivered. The one-year warranty and any additional service contracts shall cover any defects of Repair Parts listed in the Post -Sale Order Guide which, under proper use, care and maintenance, which are reported to Seller within the Warranty Period, and which arise solely from faulty materials or workmanship. Consumable Parts listed in the Post -Sale Order Guide are covered for the first 90 days into the Warranty Period. 8.2 Defective items are to be shipped to Seller for repair at the cost of Buyer. The method of shipment will be within the discretion of the Buyer. 8.3 Repaired items will be delivered to Buyer at the cost of Seller. The method of shipment will be within the discretion of the Seller. 8.4 Goods replaced in accordance with Clause 8.1 shall be subject to the foregoing warranty for the unexpired portion of the Warranty Period or for 90 days from the date of their return to Buyer (or completion of correction in the case of Services), whichever expires the later. 8.5 Notwithstanding Clause 8.1, Seller shall not be liable for any defects caused by: non- compliance with Seller's storage, installation, operation or environmental requirements; lack of proper maintenance; any modification or repair not previously authorized by Seller in writing. Seller's costs incurred in investigating and rectifying such defects shall be paid by Buyer upon demand. Buyer shall at all times remain solely responsible for the adequacy and accuracy of all information supplied by it. 8.6 The warranty for defects is limited to the purchase price of the product. 9. INSTALLATION & TRAINING 9.1 Seller shall provide Buyer with video detailing the steps for installing and using Product. 9.2 Seller shall remotely support Buyer with installation and training make available assistance through phone, email or Skype. 10. SERVICE CONTRACTS 10.1 Buyer must purchase service contracts from Seller before the expiry of Buyer's current warranty period. Payment and warranty coverage are in accordance with Clause 4 and Clause 8. 10.2 Purchased extended warranty will begin on the day after the expiry of Buyer's current warranty period and effective through the number of days specified in Buyer's Purchase Order. PromoChrom Technologies Ltd. 11. RETURNS No Product returns shall be accepted by Seller. Buyer will be given the opportunity during installation and training to validate Product and work out any necessary adjustments with Seller. Any system defects after installation will be covered under the one-year warranty in accordance to Clause 8. 12. SALES TAX Buyer acknowledges and agrees that they are responsible for complying with all applicable state, local, and federal sales tax laws and regulations.. The purchase price of Product does not include any sales tax. The Buyer shall be solely, responsible for declaring, collecting, and remitting any required sales tax to the appropriate tax authorities. Seller shall not be liable or responsible for any sales tax obligations arising from the Buyer's purchase or use of Product. pRDrnocilpOm T E C H HO I OC I ES Service Contract and Post -Sale Order Guide All prices in the Post -Sale Order Guide are valid up to 365 days after the effective period of warranty or service contract. SERVICE CONTRACT SC1-SPE03 60LU PLAN 3850 Gold service contract covers all repair parts, Extended warranty on shipping and labor. It also includes shipping of parts and labor for the system back for factory repair if part one year. replacement is not possible, during which a demo unit will be provided based on availability. SC2-SPE03 SILVER PLAN 2850 Silver service contract covers all repair parts Extended warranty on only. Shipping and labor are not included. It does parts for one year. not cover shipping the system back for factory repair or provision of demo unit. Service contracts do not cover any consumable parts. Service contracts can only be purchased when an existing warranty or service contract is still valid, and can be purchased for consecutive years. The terms are the same as described in Clause 8 of our Terms and Conditions of Sale. Support will be available through email, phone or virtual call between 9am to 4pm pacific time, Monday to Friday, excluding British Columbia statutory holidays. Urgent support issues are typically handled within 1 hour when inquiry is directly sent to the assigned Support Chemist. The general support hotline is 1-833-772-4766 extension 2. On -site support is not included in the service contracts and will be quoted and scheduled as required. REPAIR PARTS PART DESCRIPTION PRICE* TYP. CHANGE CAUSES OF DAMAGE NUMBER (US$) INTERVAL (mo.). h�� WiL S03-VI Valve 1 without stator 1582.50 36+ Wear of motor or malfunctioning of electrical components. S03-V2 Valve 2 without stator 1582.50 36+ Wear of motor or malfunctioning of electrical components. S03-VR1 PEEK rotor for valve 1 474.75 12-24 Wear or clog by particles from sample S03-VR2 PEEK rotor for valve 2 527.50 12-24 Wear or clog by particles from sample PROMOCHROm T E C H U O I O C I E 5 S03-VS1 Stainless Steel stator 633 for valve 1 S03-VS2 Stainless Steel stator 633 for valve 2 S03-VS1-C Ceramic stator for 1383 valve 1 S03-VS2-C Ceramic stator for 1383 valve 2 S03-VS1-T Stainless Steel stator 791.25 for valve 1 with all tubing attached S03-VS2-T Stainless Steel stator 949.50 for valve 2 with all tubing attached S03-VS3-T Stainless Steel stator 949.50 for valve 3 with all tubing attached S03-VS1-T-C Ceramic stator for 1541.25 valve 1 with all tubing attached S03-VS2-T-C Ce ra m ic stato r fo r 1699.50 valve 2 with all tubing attached S03-VS3-T-C Ceramic stator for 1699.50 valve 3 with all tubing attached S03-PU Pump set without 844 syringe S03-PU-M48 48mm pump motor 369.25 S03-PU-M40 40mm pump motor 316.50 S03-TR Tray motor with 369.25 sensor 36+ Using high concentration of salts in reagents and not properly cleaning with water 36+ Using high concentration of salts in samples and not properly cleaning with water, or running samples with high particulates without filtering 36+ Wear over time 36+ 36+ 36+ 36+ 36+ 36+ 36+ Wear over time 18-36 Wear of motor, malfunctioning of electrical components 18-36 Wear of motor 18-36 Wear of motor 18-36 Wear of motor, malfunctioning of electrical components PPOMOCIARom T E C H NO LOCI ES S03-T5 Touch screen 506.40 36+ Malfunctioning of electrical computer components or software S03-BM Main board 611.90 36+ Malfunctioning of electrical components S03-BS Stepper motor drive 506.40 24-48 Malfunctioning of electrical board components S03-CS-1340 Stepper motor chip 31.38 12-48 Malfunctioning of electrical for 40mm pump (Gen components 3 without MOD -OOP) S03-CS-P48 Stepper motor chip 31.38 12-48 Malfunctioning of electrical for48mm pump components S03-CS-V Stepper motor chip 26.38 12-48 Malfunctioning of electrical for valves components S03-CS-T Stepper motor chip 26.38 12-48 Malfunctioning of electrical for tray components S03-S-13 Sensor for pump 79.13 24-48 Malfunctioning of electrical components S03-S-T Sensor for tray 79.13 24-48 Malfunctioning of electrical components S03-S-V Sensor for valve 79.13 36+ Malfunctioning of electrical components MOD004-R Resonators for MOD- 158.25 12-24 Brush wear in motor 004 CONSUMABLE PARTS PART NUMBER DESCRIPTION PRICE" TYP. CHANGE CAUSES OF DAMAGE (US$) INTERVAL (mo.) S03-PS5 5-ml- pump syringe, 4 506.40 18-36 Dirt accumulation from direct pcs/pack extraction of samples with high sediment or plunger wear during operation S03-PU-PS5 Full pump assembly with 1477 18-36 Wear of motor or syringes 5mL syringes S03-CD-1/3/6 Adapters for 1/3/6mL 84.4 18-36 Wear and tear from use cartridges, 8 pcs/set S03-CD-6/12/20 Adapters for 6/12/20ml- 84.4 18-36 Wear and tear from use cartridges, 8 pcs/set PROMOCHROm T E C H N O L O CI ES S03-TB Sample extension 195.18 24-36 Contamination by sample tubing, 8 pcs/set matrix or clog by particles from sample. MOD004-SA Single -Line cap with 717.40 24-36 Thread damaged from spray nozzle and tubing repeated use or sample line for MOD-004, 8 pcs/set wear MOD004-SA-C Single -Line cap with 548.60 24-36 Thread damaged from spray nozzle (no tubing) repeated use for MOD-004, 8 pcs/set MOD004-SA-L Single -Line tubing with 168.8 24-36 Damage or clogging luer tips for MOD-004, 8 pc/set MOD004-SA-D Dual -line cap adapter 928.40 24-36 Thread damaged from with spray nozzle and repeated use or sample line tubing for MOD-004, 8 wear pcs/set MOD004-SA-C-D Dual -line cap adapter 696.30 24-36 Thread damaged from with spray nozzle (no repeated use tubing) for MOD-004, 8 pcs/set MOD004-SA-L-D Dual -line tubing with 232.10 24-36 Damage or clogging luer tips for MOD-004, 8 pc/set MODOOP-SA Integrated sample and 1009.55 24-36 Damage from handling or rinse lines for MOD -OOP improper use S03-PS-L Pump syringe lubricant 12.66 24-36 For relubricating pump kit, 2mL vial and Q-tip syringes during maintenance applicator *Prices do not include shipping unless covered under warranty or service contract. Shipping cost will be quoted during time of order or can be charged to your shipping account. Free shipping on orders $1000 or more. **Prices do not include shipping. Shipping cost will be quoted during time of order or can be charged to your shipping account. Free shipping on orders $1000 or more.