HomeMy WebLinkAboutContract 62654CSC No. 62654
FORT WORTH.
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation acting by
and through its duly authorized Assistant City Manager, and AGILENT TECHNOLOGIES, INC.
("Vendor"), a Delaware corporation acting by and through its duly authorized representative, each
individually referred to as a "party" and collectively as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Professional Services Agreement;
2. Exhibit A — Scope of Services;
3. Exhibit B — Price Schedule; and
4. Exhibit C — Verification of Signature Authority Form; and
5. Exhibit D — Conflict of Interest Questionnaire; and
6. Exhibit E — Vendor's Sole Source Justification Letter.
Exhibits A, B, C, D, and E, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B,
C, D, or E and the terms and conditions set forth in the body of this Agreement, the terms and conditions
of this Agreement shall control.
1. SCOPE OF SERVICES.
Vendor will provide one-time remote consulting services focusing on the Agilent Gas
Chromatography Mass Spectrometer (GCMS) custom macro programming ("Services") to the Police
Department Forensic Analysis Laboratory (Crime Lab) Chemistry Unit. Exhibit A — Scope of Services
more specifically describes the Services to be provided hereunder.
2. TERM.
This Agreement shall begin on the date signed by the City's Assistant City Manager ("Effective
Date") and shall expire one (1) year from that date ("Expiration Date"), unless terminated earlier in
accordance with this Agreement ("Initial Term").
3. COMPENSATION.
City shall pay Vendor in accordance with the provisions of this Agreement and Exhibit B — Price
Schedule. Total payment made under this Agreement shall not exceed three thousand and sixty dollars
($3,060.00). Vendor shall 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
OFFICIAL RECORD
CITY SECRETARY
Professional Services Agreement — Agilent Technologies, Inc. FT. WORTH, Tx Page I of 20
services. City shall 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 at least 30 days' written notice of termination.
4.2 Non -Appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City Council in any fiscal period for any payments due hereunder, City will notify Vendor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations
were received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall 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 shall provide City with copies of all completed or partially completed documents prepared
under this Agreement. In the event Vendor has received access to City Information or data as a requirement
to perform services hereunder, Vendor shall 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 shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
5.3 Unauthorized Access. Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete, or otherwise corrupt City Information in
any way. Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
5.4 Public Information Act. City is a government entity under the laws of the State of Texas
and as such all documents held or maintained by City may be subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked by Vendor as Confidential or
Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit to the
Texas Attorney General's Office 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.
Professional Services Agreement — Agilent Technologies, Inc. Page 2 of 20
6. RIGHT TO AUDIT.
Vendor agrees that City shall, until the expiration of three (3) years after final payment under this
contract, 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 shall have access during normal working
hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order
to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Vendor shall operate as an independent contractor as to
all rights and privileges 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 shall have the exclusive right to control the details of its operations and activities and shall be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
consultants, and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no
way be considered a co -employer or a joint employer of Vendor or any officers, agents, servants,
employees, or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees, or
subcontractors of Vendor shall be entitled to any employment benefits from City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees, or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTSANDAGREES
TO INDEMNIFY, HOLD HARMLESSAND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTS
AND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS OFANYKIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TOANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE, OR
INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS,
CONTRACTORS, SUBCONTRACTORS, OR EMPLOYEES.
Professional Services Agreement — Agilent Technologies, Inc. Page 3 of 20
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 SOFTWARE
AND/OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING
UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY SHALL NOT APPLY
IF CITYMODIFIES 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 SHALL HAVE THE RIGHT TO
CONDUCT THE DEFENSE OFANYSUCH CLAIM OR ACTIONAND ALL NEGOTIATIONS FOR
ITS SETTLEMENT OR COMPROMISEAND TO SETTLE OR COMPROMISE ANYSUCH CLAIM;
HOWEVER, CITYSHALL HAVE THE RIGHT TO FULL YPARTICIPA TE INANYAND ALL SUCH
SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S
INTEREST, AND CITYAGREES TO COOPERATE WITH VENDOR IN DOING SO. IN THE
EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT
OF COSTS OR EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR
INFRINGEMENTARISING UNDER THISAGREEMENT, CITYSHALL HAVE THE SOLE RIGHT
TO COND UCT THE DEFENSE OF ANY SUCH CLAIM OR ACTIONAND ALL NEGOTIATIONS
FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH
CLAIM; HOWEVER, VENDOR SHALL FULL YPAR TICIPA TE AND COOPERATE WITH CITYIN
DEFENSE OF SUCH CLAIM OR ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTEN
NOTICE OF ANY SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITYMAY
RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S
ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL 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 AL4TERL4LLYADVERSELYRESTRICTED, VENDOR SHALL, AT
ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE FOR CITY THE
RIGHT TO CONTINUE TO USE THE SOFTWAREAND/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 FUNCTIONALLYEQUIVALENT NON -INFRINGING SOFTWAREAND/OR
DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE
FOREGOING ALTERNATIVES IS REASONABLYAVAILABLE TO VENDOR, TERMINATE THIS
AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO
WHICH TERMINATION CITYMAYSEEKANYANDALL REMEDIES AVAILABLE TO CITYAT
LAW OR INEQUITY.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assivnment. Vendor shall 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 shall 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 and Assignee shall be jointly
liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
Professional Services Agreement — Agilent Technologies, Inc. Page 4 of 20
9.2 Subcontract. If City grants consent to a subcontract, subcontractor shall execute a written
agreement with Vendor referencing this Agreement under which subcontractor shall agree to be bound by
the duties and obligations of Vendor under this Agreement as such duties and obligations may apply.
Vendor shall provide City with a fully executed copy of any such subcontract.
9.3 The failure of any subcontractor or assignee to execute a separate, written agreement, as
required by this Agreement, shall not be deemed a waiver of that requirement by the City.
10. INSURANCE.
Vendor shall 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 work 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:
$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) Workers' 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 shall be claims -made, and maintained for the duration of the contractual
Professional Services Agreement — Agilent Technologies, Inc. Page 5 of 20
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall 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 shall be provided to City. At least ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 100 Fort Worth Trail, 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 shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall 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 shall 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 shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subcontractors, and successors in interest,
as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST,
Professional Services Agreement — Agilent Technologies, Inc. Page 6 of 20
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 shall 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
With copy to Fort Worth City Attorney's Office at
same address
14. SOLICITATION OF EMPLOYEES.
To VENDOR:
Agilent Technologies, Inc.
Attn: Lindsay Willett, Bids Response Specialist
2850 Centerville Road
Wilmington, DE 19808-1610
Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent
contractor, any person who is or has been employed by the other during the term of this Agreement, without
the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement for 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 shall 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 shall be construed in accordance with the laws of the State of Texas. If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
Professional Services Agreement — Agilent Technologies, Inc. Page 7 of 20
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 shall not in any way be affected or impaired.
19. FORCE MAJEURE.
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 form of notice
required by this section will be the same as Section 13.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall 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 had the opportunity to review and
revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits.
22. AMENDMENTS/ MODIFICATIONS/ EXTENSIONS.
No amendment, modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument, which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including its attached exhibits, 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.
Professional Services Agreement — Agilent Technologies, Inc. Page 8 of 20
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30)
days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either
(a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the
warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services.
26. IMMIGRATION AND NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM ANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City,
upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations
of this provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement (collectively, "Work Product"). Further, City shall 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 shall 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 shall 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 the City.
28. SIGNATURE AUTHORITY.
Each 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
Professional Services Agreement — Agilent Technologies, Inc. Page 9 of 20
warranties and representations in entering into this Agreement or any amendment hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP.
Vendor shall 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 an
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 payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL.
If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section
does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government
Code, City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have
the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this
contract, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
31. PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the
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 Vendor that it: (1) does not boycott
energy companies; and (2) will not boycott energy companies during the term of this Agreement. 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 the City that Vendor:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this
Agreement.
32. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, the 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 Vendor 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 the
City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm
trade association during the term of this Agreement.
Professional Services Agreement — Agilent Technologies, Inc. Page 10 of 20
33. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
(remainder of page intentionally left blank)
(signature page follows)
Professional Services Agreement — Agilent Technologies, Inc. Page 11 of 20
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: William Johnson (J n 21, 202510:38 CST)
Name: William Johnson
Title: Assistant City Manager
Date: Jan 21, 2025
APPROVAL RECOMMENDED:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of this
contract, including ensuring all performance and
reporting requirements.
By: X&41� - - —
Name: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND LEGALITY:
By: RobertRobert Aln 17, 2025 15:54 CST)
Name: Robert A. Alldredge, Jr.
Title: Executive Assistant Chief By:
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By:
Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
AGILENT TECHNOLOGIES, INC.
By: Tom Goodkind Daltt'ra2025A1.1 07:111"5W
Name: Tom Goodkind
Title: Government Contracts Specialist
Date: January 15, 2025
4mauta, 7?�
Name: Amarna Muhammad
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: Not required
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Services Agreement — Agilent Technologies, Inc. Page 12 of 20
CSCO#
EXHIBIT A
SCOPE OF SERVICES
Agilent Technologies, Inc. (Agilent) will provide eight (8) hours of remote consulting focusing on the
Agilent Gas Chromatography Mass Spectrometer (GCMS) custom macro programming to the Police
Department Forensic Analysis Laboratory (Crime Lab) Chemistry Unit.
Training will be provided through a WebEx platform to about eight (8) Crime Lab employees.
Agilent training and consulting solutions products are delivered solely by Agilent certified
instructors and consultants. The curriculum associated with Agilent's training courses have been
developed by Agilent's Content Development Team and leverage copyrighted materials focused
specifically around Agilent's hardware and software platforms. The deliverables are customized
specifically to the customer's request; the Crime Lab deliverable for this training will be custom
reporting for the GCMS GC-8890/MS-5977.
No specific reference material will be provided by Agilent and the remote consulting WebEx will
not be recorded.
Professional Services Agreement — Agilent Technologies, Inc. Page 13 of 20
CSCO#
EXHIBIT B
PRICE SCHEDULE
Quotation
Agilent Technologies
I Quote No. Create Date Delivery Time
Page
Rebekah Sweetenham
City of Fort Worth
5110965
12/170024
TBD
i of 3
FWPD Crime Lab
contact Phone no.
Valid to I
3616 E Lancaster Ave
FORT WORTH TX 76103-2506
Robert Methlle
302-633-8576
03/17/2025
To place an order. Visit www.aaitenl.comistore to
place online order
using a purchase order or credit card and track your order status.
Product Email
FAX
Consumables cag_Aales-NA@agilent.com
302.633.8901
Genomics ordera@agilent.com
512-321.3128
Pathology cuslomer.service@agilent.com
800-566.3256
Instruments Lscainstrumentsales@agilent.com
302-633-8953
1-800.227-9770 Option 1
Unit
Extended
List Discount
Net
Item ProductlDescription
Qty/Unit Price Amount
Price
1000 R1736E
1.000 FA
0.00
Virtual Method Service
Virtual Method Service for
hourly access to an
Agilent CrossLab Application
expert
One Day (8 Hours) of Remote Consulting focusing on: GC-8890/MS-5977
- Custom Macro
With the following configuration:
Ship -to Country : USA
Virtual Method Service 8 Hr 1 EA 3,400.00 USD 340.00- 3,050.00
Special discount of 10.00 % is applied.
Item Total
3,060.00
Gross Amount
$
3,400.00
Total Discount
$
340.00
Net Amount
$
3,060.00
Total
$
3,060.00
Professional Services Agreement — Agilent Technologies, Inc. Page 14 of 20
Agilent Technologies
Rebekah Sweetenham
City of Fort Worth
FWPD Crime Lab
3616 E Lancaster Ave
FORT WORTH TX 76103-2506
Quotation
Quote No. Create Date Delivery Time Paste
5110965 12/17/2024 TBD I 2 of 3
Contact Phone no. Valid to
Robert Methlie I 302-633-8576 I 03/17/2025
To place an order: Visit www.acilent.com/store to place online order
using a purchase order or credit card and track your order status.
Product
Email
FAX
Consumables
cag__sales-NA@agilent.com
302-633-8901
Genomics
orders@agllent.com
512-3213128
Pathology
cuslomer.service@agilenl.com
800.566-3256
Instruments
Lscainstrumentsales@agilent.com
302-633-8953
1.600-227-9770 Option 1
Ask about our attractive payment options and how we can help you acquire the latest Innovations while minimizing the upfront
costs. Contact your Agilent sales representative today or visit us online at www.aullent.cam/en/technoloav/acilaM.Hnancial-scirrtlnns
to learn why more and more labs ere choosing these flexible payment plans and Identify which works best for you.
To place an order: Visit www.aolient.com/store to place online orders using a purchase order or credit card and track your
order status.
Product
Email
FAX
Consumables
cag_pates-NA@agilent.com
302.633-8901
Genomics
orders@agilent.com
512-3213128
Pathology
customer.servlce@agllent.com
800-566-3256
Instruments
Lscainstrumentsales@agllent.com
302-633-8953
1-800-227-9770
Option 1
To place an order, the following information is required:
Purchase order number or credit card, delivery date, ship to, invoice to, end user, and quote number.
GSA customers please provide GSA contract 4,
EKCLUSIVE OFFERS FOR NEW INSTRUMENT CUSTOMERS, go to www.aailent.com/chem/exclusiveoffem
TO CHECK THE STATUS OF AN ORDER
1) Visit satlent.com/stom to check the status of your order.
2) Call 1-800-227-9770 (option 1) any weekday between 8 am and 8 pm Eastern time, in the U.S., Canada &
Puerto Rico. You will need to know the purchase order or credit card number the order was placed on.
TERMS AND CONDITIONS:
Exhibit 22Y i Password: rudRUbr7
ht t ps://w w w, agilent. com/sItWagilent/en/services/analytical-instrument-servic"axhlblt22y
Pricing: Web prices are provided only for the U.S. In U.S.dollars. All phone prices are In local currency and for end use.
Applicable local taxes are applied.
All Sales Tax is subject to change at the time of order.
Shipping and Handling Charges: Orders with a value less than $2000 or those requiring special services such as overnight
delivery may be subject to additional shipping & handling fees. Some of these charges may be avoided by ordering via the Web
Payment Terms: Net 30 days from Invoice date, subject to credit approval.
' Quotation Validity: This quotation is valid for 90 days unless otherwise Indicated.
' Warranty period for Instrumentation Is 1 year. The Warranty period for columns and consumables Is 90 days.
It Is Agilent Technologies Intent to ship product at the eadiest avallable date unless specified otherwise.
Professional Services Agreement — Agilent Technologies, Inc. Page 15 of 20
Agilent Technologies
Rebekah Sweetenham
City of Fort Worth
FWPD Crime Lab
3616 E Lancaster Ave
FORT WORTH TX 76103-2506
Quotation
I Quote No. Create Date Delivery Time
Pape
5110965
1211712024
TBD
3 of 3
Contact Phone no.
Valid to
Robert Methlie
I 302-633-8576 I
03/17/2026
To place an order. Visit www.anilent.com/stofe to place online order
using a purchase order or credit card and track your order status.
Product Email
FAX
Consumables cag_sWes-NA@agilent.com
302-633-8901
Genomics orders@agilent.com
512-321-3128
Pathology customer.service@agilenl.com
800-566-3256
Instruments Lscainstrumantsales@agilenl.com
302-633-8953
1.800-227-9770 Option 1
The ads of Agilent Products and Services referenced in this quotation Is subject to the then current version of Agilenl'a Terms of Sale, and any Supplemental Tema or
Occasionst — ler Tema of Safe or other applicable terms referenced herein. The sale of Mkmplales Products shell be �ub act to Mrcmplelea Terms of Sale end any
Supplemental Terms or athcr eppll—bl. terms referenced herein. The sale of kii—pl.Les Tooling Products shall be subject to ]Aicrop'ales Tooling Terms of Sete and yy
Supplemental Tema or other applicable terms referenced herein. All of the above Tom., as applicable. A copy or the Terms 1. tither attached or has been previously
provided to you. Please contact us if you have net received a copy or require an additional copy. If you have a sepamle agreement in effect with Agilent covering the sal.
of Products and Services referenced In Ihte yyuotallcn, the forms of that 2reemenl will lake precedence for those Products and Service.. Aggilent expmasly objects to any
ddferenl or additional terms In your purchese/selea order tlocT telbn, urYees agreed to In willing by Agilent. Products and Services evailebllity tleles are eslIme at the
time of the quotation. Actual delivery dates or delivery windows wlp ha epaHled at the time Agilent acknowledges and accepts your purchase order. The above candlllons
shall apply to the Iuliest extent permitted by the law. You may have other statutory or legal rights available. commodities, technology or software exported from the United
Staten of America ('U.S.') or from other exporting countries wall be subject to the U.S. Export Adminlstratlon Regulations and ell exporting countries' export Jews and
regulations. Diversion contrary to U.S. law and the applicable export laws and regulations Is prohibited.
Aglienl Pa menl Method: AOH
Credit era, accepted only at the lime of order pla ant.
Agilent will charge ;"A of the Involced amount, when term Invoices are paid with a credal card
Professional Services Agreement — Agilent Technologies, Inc. Page 16 of 20
CSCO#
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Agilent Technologies, Inc.
Attn: Lindsay Willett, Bids Response Specialist
2850 Centerville Road
Wilmington, DE 19808-1610
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
have the authority to legally bind Vendor and to execute any agreement, amendment, or change order on
behalf of Vendor. Such binding authority has been granted by proper order, resolution, ordinance, or other
authorization of Vendor. City is fully entitled to rely on the warranty and representation set forth in this
Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form
within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on
any current executed Form until it receives a revised Form that has been properly executed by Vendor.
Name:
Position:
Please see attached Signature Authorization
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of Owner
Other Title:
Date:
Professional Services Agreement — Agilent Technologies, Inc. Page 17 of 20
Agilent Technologies, Inc.
Agilent 5301 Stevens Creek Blvd.
Santa Clara, CA 95052-8059
www.agilent.com
SIGNATURE AUTHORIZATION FOR BIDS, QUOTES,
CONTRACTS BID BONDS AND PERFORMANCE BONDS
RESOLVED: That, effective as of September 17, 2014, the Chief Financial Officer, Secretary
and Assistant Secretary, and each of them, is hereby empowered on behalf of the Company to
sign bids, quotations, leases and contracts with customers and government agencies, including
such bids and performance bonds as may be required in connection with such bids and contracts,
and each is further empowered to authorize employees of the Company to sign such bids,
quotations, leases, contracts and bid and performance bonds.
I, P. Diana Chiu, do hereby certify that I am the Vice President, Interim General Counsel
and Secretary of Agilent Technologies, Inc., a Delaware corporation (the "Company"); that the
foregoing is a full, true and correct copy of the resolution adopted by the Board of Directors of
the Company on September 17, 2014; and that the resolution has not been annulled, rescinded, or
revolted and remains in full force and effect. 1, P. Diana Chiu pursuant to authority granted to me
by the Board of Directors of the Company, hereby authorize Tom Goodkind to sign bids,
quotations, leases, contracts and bid and performance bonds with government agencies,
customers, suppliers and channel partners on behalf of the Agilent Technologies, Inc. up to the
amount of two million and five hundred thousand U.S. dollars ($2,500,000).
This Signature Authorization supersedes all prior versions and shall be in force as of the
date noted below and shall remain valid for two (2) years, unless terminated earlier by the
Company.
IN WITNESS, WHEREOF, I have signed my name below.
Diana Chiu (Dec 3, 2024 08:58 PST)
P. Diana Chiu
Vice President, Assistant General Counsel &
Assistant Secretary
Date: December 3, 2024
EXHIBIT D
CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person
who contracts or seeks to contract for the sale or purchase of property, goods, or services
with a local governmental entity (i.e. The City of Fort Worth) must disclose in the
Questionnaire Form CIQ ("Questionnaire") the person's affiliation or business relationship
that might cause a conflict of interest with the local governmental entity. By law, the
Questionnaire must be filed with the Fort Worth City Secretary no later than seven days
after the date the person begins contract discussions or negotiations with the Buyer, or
submits an application or response to a request for proposals or bids, correspondence, or
another writing related to a potential agreement with the Buyer. Updated Questionnaires
must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form
is also available at httn://www.ethics.state.tx.us/forms/CIO.DdE
If you have any questions about compliance, please consult your own legal counsel.
Compliance is the individual responsibility of each person or agent of a person who is
subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that
you might have with the Buyer, state Seller name in the # 1, use N/A in each of the
areas on the form. However, a signature is required in the #4 box in all cases.
Professional Services Agreement — Agilent Technologies, Inc. Page 18 of 20
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code,
by a vendorwho has a business relationship as defined by Section 176.001 (1 -a) with a local
governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filedwith the records administrator of the local governmental
entity not later than the 7th business day after the date the vendor becomes aware of facts
that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176,006, Local
Government Code.An offense under this section is a misdemeanor.
J Name of vendor who has a business relationship with local governmental entity.
Agilent Technologies, Inc.
J ❑ Check this box If you are filing an update to a previously filed questionnaire.
FORM CIQ
OFFICE USE ONLY
Date Re-eived
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7th business day after the date on which you became aware that the originally filed questionnaire was
incomplete or inaccurate.)
3
Name of local government officer aboutwhom the Information In this section Is being disclosed.
N/A
41
Name of Officer
This section (item 3 including subparts A, B, C, & D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176.001 (1 -a), Local Government Code. Attach additional
pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment
income, from the vendor?
FlYes LINO N/A
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local
government officer named in this section AND the taxable income is not received from the local governmental entity?
F]Yes F-1 No N/A
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director, or holds an ownership interest of one percent or more?
E7Yes FJ No N/A
D. Describe each employment or business and family relationship with the local government officer named in this section.
N/A
Tom Goodkind Digitally signed by Tom Good kind
Date: 2025.01.15 07:44:52-05'00'
Signature of vendor doing business with the governmental entity
January 15, 2025
Dale
Adopted 8/7/2015
Professional Services Agreement — Agilent Technologies, Inc. Page 19 of 20
EXHIBIT E
VENDOR'S SOLE SOURCE JUSTIFICATION LETTER
•"' A i I e nt Agilent'rechnologles, Inc. 800 227 9770 telephone
g 2850 Centerville Road, M8 8112-1 302 993 5941 facsimile
Wilmingtor% Delaware 19808 wwwagilenteom
September 27, 2024
Agilent Technologies, Inc. is the sole equipment manufacturer for all line items listed on attached Quote 4993653
Agilent is also the ISO 9001-certified source for factory -authorized service, including installation and familiarization,
for all Agilent hardware and software, parts, training, technical support, and at -your -site service and support
procedures. Only Agilent service representatives are certified through current and ongoing factory training and hold
factory authorization to perform service on Agilent equipment. Agilent does not certify, authorize, or warrant any
individuals, third parties, or other equipment manufacturers outside Agilent's authorized service provider network
to provide service or support for any Agilent product. Services performed by providers who are not Agilent factory -
authorized could invalidate Agilents warranties, and/or lead to irreparable damage, and/or cause safety hazards.
Please be advised of that authorization. Please contact Agilent if there is a question related to a particular
company's claim to be factory authorized or certified.
Below you will find Items in support of Agilent's position as a sole source provider for Agilent hardware and
software products:
• Agilent is the sole source of genuine component parts and replacement parts. Agilent's global
service parts logistics network manages a $30M+ Inventory of parts with greater than 96% on -time
service parts delivery performance.
• Agilent is the sole source for proprietary factory recommended software updates/upgrades,
engineering upgrades and maintenance procedures.
• Agilent is the sole source for factory authorized service from factory -trained and -certified
representatives. Only Agilent representatives and Agilent authorized service providers are able to
attend factory training, including update trainings, and to receive ongoing service notes in order to
remain certified and authorized. Further, only factory -authorized representatives are backed by
Agilent's factory, engineering, and global product support infrastructure. Current, up-to-date factory
training records are available on demand from Agilent covering all specific Agilent instrument
models listed on a bid or quotation.
• Any former Agilent employee forfeits factory authorization upon termination of Agilent employment.
• Agilent is the exclusive provider of Agilent Remote Advisor, the only platform capable of accessing
and monitoring built-in system intelligence from Agilent instruments to provide remote diagnostics
and detailed operational reports.
• Agilent is the sole source of Agilent Enterprise Edition qualification procedures and the Agilent
Compliance Engine software providing automated, metrology -based compliance testing,
documentation and reporting.
• Agilent is the sole contact for escalation to Agilent's factory for engineering expertise and, if deemed
necessary byAgllent, replacement of an entire instrument at no cost while covered by an Agilent
service agreement through the Agilent Service Guarantee.
Sincerely,
Agilent Technologies, Inc. Life Sciences Chemical Analysis
Professional Services Agreement — Agilent Technologies, Inc. Page 20 of 20