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HomeMy WebLinkAboutContract 62756Vendor Services Agreement Page 1 of 17 This VENDOR SERVICES AGREEMENT between the CITY OF FORT WORTH a Texas home-rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and Phenova a Phenomenex Company Vendor each individually referred to as a and collectively referred to as the 1.Scope of Services. Vendor will provide non-exclusive regulatory proficiency testing services and routine quality control sample materials approximating every (6) six-months (no less than 5 or no more than 7 months) as described by the National Environmental Laboratory Accreditation Conference (NELAC) on an as-needed basis for the City of Fort Worth Water Department Centralized Water and Wastewater Laboratory, as set forth in more detail in Scope of Services, attached hereto and incorporated herein for all purposes. 2.Term. The term of this Agreement is for one year, beginning on the date that this r in accordance with this Agreement . City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal option(s) 3.Compensation. 3.1 Total annual compensation under this Agreement will be an amount up to Thirty Thousand Dollars ($30,000.00). 3.2 The Vendor acknowledges that this is a non-exclusive agreement and there is no guarantee of any specific amount of purchase. Vendor recognizes that the amount stated above is the total amount of funds available, collectively, for any Vendor that enters into an agreement with the City for similar services and that once the full amount has been exhausted, whether individually or collectively, funds have therefore been exhausted under this Agreement as well. 3.3 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and the provisions of this Agreement, including Payment Schedule, which is attached hereto and incorporated herein for all purposes. 3.4 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. Vendor Services Agreement Page 2 of 17 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for 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 Obligations 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, 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 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 records held or maintained for 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 to the Texas Attorney General. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6.Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after Vendor Services Agreement Page 3 of 17 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 respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a co-employer or a joint employer of Vendor or any 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, or contractors. 8.Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, 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, REPRESENTATIVES, 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, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, 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, REPRSENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTION AGAINST CITY FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM USE OF THE SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, Vendor Services Agreement Page 4 of 17 SETTLE OR PAY WILL NOT APPLY IF CITY MODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, CITY WILL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT INTEREST, AND CITY AGREES TO COOPERATE WITH VENDOR IN DOING SO. IN THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY WILL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, VENDOR WILL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITY AGREES TO GIVE VENDOR TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITY MAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT OR COMPROMISE, SUCH USE IS MATERIALLY ADVERSELY RESTRICTED, VENDOR WILL, AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION; OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON-INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT CITY'S AUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND DOCUMENTATION WITH EQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON-INFRINGING SOFTWARE AND DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY; OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANY AND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 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 and Assignee will be jointly 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 Vendor Services Agreement Page 5 of 17 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: $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 S will be any vehicle owned, hired and non-owned. (c) : ensation 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 Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. Vendor Services Agreement Page 6 of 17 (b) must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) of cancellation or reduction in limits of coverage must be provided to City. will be acceptable in the event of non-payment of premium. Notice must 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 will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11.Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor 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 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: Vendor Services Agreement Page 7 of 17 To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to the Fort Worth at the same address To VENDOR: Phenova a Phenomenex Company Bradley Turek, Senior Director of Sales 6390 Joyce Drive, Suite 100 Golden, Co 80403 14. Solicitation of Employees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 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 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 affe 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 p 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 the notice section of this Agreement. Vendor Services Agreement Page 8 of 17 20. Headings Not Controlling.Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement, including the attached 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. Entirety of Agreement. This Agreement, including the 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. 24. 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. 25. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor 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. 26. Immigration and Nationality 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 EES, 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. 27. 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 (). 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 Vendor Services Agreement Page 9 of 17 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. 28.Signature Authority. 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. 29.Change in Company Name or Ownership. Vendor must 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- resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact invoice payments. 30.No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement ve the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor verification to the 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. 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 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 companies; and (2) will not boycott energy companies during the term of this Agreement. 32.Prohibition on Discrimination Against Firearm and Ammunition Industries. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. 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 this Agreement 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 th verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that Vendor Services Agreement Page 10 of 17 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. 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 ed 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. (signature page follows) (remainder of this page intentionally left blank) Vendor Services Agreement Page 11 of 17 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: By: ___________________________ Name: William Johnson Title: Assistant City Manager Date: ___________________________ VENDOR: Phenova a Phenomenex Company: By: ___________________________ Name: Bradley Turek Title: Senior Director of Sales Date: ___________________________ FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: ______________________________ Name: Christopher Harder, P.E. Title: Water Department Director Attest: By: ______________________________ Name: Jannette S. Goodall Title: City Secretary Contract Authorization: M&C: N/A Date M&C Approved:N/A Form 1295: N/A Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: ______________________________ Name: Patty Jean Wilson Title: Contract Services Administrator Approved as to Form and Legality: By: ______________________________ Name: Jessika Williams Title: Assistant City Attorney II Vendor Services Agreement Page 12 of 17 EXHIBIT A SCOPE OF SERVICES Vendor will provide non-exclusive regulatory proficiency testing services and routine quality control sample materials approximating every (6) six-months (no less than 5 or no more than 7 months) as described by the National Environmental Laboratory Accreditation Conference (NELAC), on an as-needed basis for the City of Fort Worth Water Department Centralized Water and Wastewater Laboratory. Services will be provided in accordance with the description and specifications below. 1.The following general requirements apply to the regulatory proficiency testing services: 1.1 Vendor must provide test materials of a known and certified quality to the Water Department Centralized Water and Wastewater Laboratory. 1.2 Vendor must provide proficiency test instructions and reporting forms with samples at no additional cost. 1.3 Vendor must enter the samples finding into an online PT data management system to access PT reports, review PT status and export data. 1.4 Vendor must examine the results submitted and review the reports and determine the City of Fort Worth Water Department Centralized Water and Wastewater comparing the known results to that results reported by the Fort Worth Water Department Centralized Water and Wastewater Laboratory. 1.5 Vendor must report the results and findings to accrediting agencies selected by the Fort Worth Water Department Centralized Water and Wastewater Laboratory in the time and fashion dictated by the NELAC proficiency test provider accrediting body. 1.6 Vendor must provide consultation services and statistical summaries at no extra cost to the Fort Worth Water Department Centralized Water and Wastewater Laboratory. 1.7 Vendor must sell quality control samples in addition to the proficiency samples. 1.7.1 Vendor must provide (QC) Quality Control materials relevant to test provided, in order for the Fort Worth Water Department Centralized Water and Wastewater Laboratory to be able to conduct the appropriated testing internally as needed. Vendor Services Agreement Page 13 of 17 1.7.2 Vendor must provide (QC) Quality Control samples instructions and certificates of analysis and Safety Data Sheets and shipping/freight/handling with the samples at no additional cost to the Fort Worth Water Department Centralized Water and Wastewater Laboratory. 1.8 Vendor must utilize a reporting system compatible with those of Texas Commission Environmental Quality (TCEQ) and US Environmental Protection Agency (EPA). 1.9 Vendor must provide regulatory proficiency testing as required by the Fort Worth Water Department Centralized Water and Wastewater Laboratory to allow for make-up tests, additional (QC) Quality Control materials, and to accommodate fluctuating demand and requirements. Vendor Services Agreement Page 14 of 17 EXHIBIT B PAYMENT SCHEDULE Item Regulatory Proficiency Testing Services Quantity UOM Unit Price Total 1 Drinking Water Chemistry; Water Supply/Source Miscellaneous Test 10 Each N/A N/A 2 Drinking Water Chemistry Quality Control Check Samples 10 Each N/A N/A 3 Drinking Water Chemistry Rapid Turn Tests 10 Each N/A N/A 4 Drinking Water Chemistry Water Minerals Only 10 Each $173.00 $1,730.00 5 Drinking Water Chemistry Conductivity Only 2 Each $94.00 $188.00 6 Drinking Water Chemistry Corrosivity/Sodium 2 Each $94.00 $188.00 7 Drinking Water Chemistry Corrosivity/Sodium - Water [Additional Volume] 2 Each $94.00 $188.00 8 Drinking Water Chemistry Total Organic Carbon [TOC] and Dissolved Organic Cargon [DOC] 2 Each $94.00 $188.00 9 Drinking Water Chemistry Unregulated Volatile Organic Compounds [VOC] 2 Each $156.00 $312.00 10 Drinking Water Chemistry Regulated Volatile Organic Compounds [VOC] 2 Each $156.00 $312.00 11 Drinking Water Chemistry Turbidity 2 Each $107.00 $214.00 12 Drinking Water Chemistry Silica 2 Each $94.00 $188.00 13 Drinking Water Chemistry Bromate and Bromide (IDB 1) 2 Each $126.00 $252.00 14 Drinking Water Chemistry Anions 1 14 Each $95.00 $1,330.00 15 Drinking Water Chemistry Anions Set (AN1 and AN2) 8 Each $140.00 $1,120.00 16 Drinking Water Chemistry Anions 2 Nitrite as N 2 Each $95.00 $190.00 17 Drinking Water Chemistry pH 4 Each $91.00 $364.00 18 Drinking Water Chemistry Organic Disinfection By-Products 2 Each $138.00 $276.00 Vendor Services Agreement Page 15 of 17 19 Drinking Water Chemistry Residual Chlorine 4 Each $97.00 $388.00 20 Drinking Water Chemistry Trihalomethanes 2 Each $138.00 $276.00 21 Drinking Water Chemistry Trace Metals Set (TM and HG) 2 Each $177.00 $354.00 22 Drinking Water Chemistry Total Cyanide Water 2 Each $101.00 $202.00 23 Drinking Water Chemistry Solids 2 Each $110.00 $220.00 24 Drinking Water Chemistry Trace Metals Mercury 2 Each $91.00 $182.00 25 Drinking Water Chemistry Trace Metals 1 2 Each $130.00 $260.00 26 Drinking Water Chemistry UV254 2 Each $108.00 $216.00 27 Drinking Water Chemistry Pesticides 2 Each $146.00 $292.00 28 Drinking Water Chemistry Hexavalent Chromium 2 Each $116.00 $232.00 29 Drinking Water Chemistry Inorganics - Whole Volume 2 Each N/A N/A 30 Drinking Water Chemistry Per- and Polyfluoroalkyl Substances (PFAS) 10 Each $257.00 $2,570.00 31 Drinking Water Microbiology Miscellaneous Microbiological Test 10 Each N/A N/A 32 Drinking Water Microbiology Quality Control Check Samples-Quantitative 10 Each N/A N/A 32A Drinking Water Microbiology Quality Control Check Samples-P/A 10 Each N/A N/A 33 Drinking Water Microbiology Rapid/Quick Turn Tests-Quantitative 10 Each N/A N/A 33A Drinking Water Microbiology Rapid/Quick Turn Tests-P/A 10 Each N/A N/A 34 Drinking Water Microbiology Heterotrophic Plate Count (HPC) - one whole volume 4 Each $154.00 $616.00 35 Drinking Water Microbiology Water Microbiology PT (set of 10 whole volume standards) 4 Each $299.00 $1,196.00 Vendor Services Agreement Page 16 of 17 36 Drinking Water Microbiology Water Source Water Microbiology PT - T-Coli; F-Coli One Whole Volume Standard; Quantitative 8 Each $154.00 $1,232.00 37 Water Pollutants Chemistry Miscellaneous Tests 10 Each N/A N/A 38 Water Pollutants Chemistry Quality Control Check Samples 10 Each N/A N/A 39 Water Pollutants Chemistry Rapid Turn Tests 10 Each N/A N/A 40 Water Pollutants Chemistry HEM / SGT-HEM 2 Each N/A N/A 41 Water Pollutants Chemistry Tin & Titanium 2 Each $101.00 $202.00 42 Water Pollutants Chemistry Mercury 2 Each $91.00 $182.00 43 Water Pollutants Chemistry pH 2 Each $91.00 $182.00 44 Water Pollutants Chemistry Demand 8 Each $110.00 $880.00 45 Water Pollutants Chemistry Complex Nutrients 4 Each $94.00 $376.00 46 Water Pollutants Chemistry Hardness 6 Each $119.00 $714.00 47 Water Pollutants Chemistry Hardness (Extra Volume) 4 Each $119.00 $476.00 48 Water Pollutants Chemistry Minerals 12 Each $119.00 $1,428.00 49 Water Pollutants Chemistry Minerals (Extra Volume) 10 Each $119.00 $1,190.00 50 Water Pollutants Chemistry Oil & Grease Wastewater in Boston Round Bottle 2 Each N/A N/A 51 Water Pollutants Chemistry Simple Nutrients 10 Each $94.00 $940.00 52 Water Pollutants Chemistry Trace Metals 2 Each $119.00 $238.00 53 Water Pollutants Chemistry Total Residual Chlorine 2 Each $93.00 $186.00 54 Water Pollutants Chemistry Volatile Organic Compounds (VOCs) 4 Each $172.00 $688.00 55 Water Pollutants Chemistry Organochlorine Pesticides 2 Each $160.00 $320.00 56 Water Pollutants Chemistry PCBs in Water 2 Each $119.00 $238.00 Vendor Services Agreement Page 17 of 17 57 Water Pollutants Chemistry Semi Volatile Organic Compounds (SVOCs) - Base/Neutrals 2 Each $172.00 $344.00 58 Water Pollutants Chemistry Semi Volatile Organic Compounds (SVOCs) - Acids 2 Each $128.00 $256.00 59 Water Pollutants Chemistry Toxaphene 2 Each $115.00 $230.00 60 Water Pollutants Chemistry Settleable Solids 2 Each $107.00 $214.00 61 Water Pollutants Chemistry Volatile Solids 2 Each $110.00 $220.00 62 Water Pollutants Chemistry Bromide 2 Each $191.00 $382.00 63 Water Pollutants Chemistry Nitrite 4 Each $86.00 $344.00 64 Water Pollutants Chemistry Turbidity 2 Each $107.00 $214.00 65 Water Pollutants Chemistry Organophosphorus Pesticides (OPP) 2 Each $159.00 $318.00 66 Water Pollutants Chemistry Low-Level Mercury 2 Each $101.00 $202.00 67 Water Pollutants Chemistry Total Cyanide 2 Each $101.00 $202.00 68 Water Pollutants Microbiology - T-Coli, F-Coli ; Quantitative 6 Each $154.00 $924.00 69 Water Pollutants Microbiology Miscellaneous Tests 10 Each N/A N/A 70 Water Pollutants Microbiology Quality Control Check Samples 10 Each N/A N/A 71 Water Pollutants Microbiology Rapid/Quick Turn Tests 10 Each N/A N/A Certificate Of Completion Envelope Id: EA4C0BD1-D40C-45FF-B91A-10CB6A465763 Status: Completed Subject: Complete with Docusign: PHENOVA - a Phenomenex Company Vendor Services Agreement - a7fPU0000000... 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