HomeMy WebLinkAboutContract 62759City Secretary Contract No. _____________
Vendor Services Agreement – Technology (Rev. 8/19)
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VENDOR SERVICES AGREEMENT
(Information Technology)
_____________________________________________________________________________
This Vendor Services Agreement (“Agreement”) is made and entered into by and between the City
of Fort Worth, a Texas home-rule municipal corporation (the “City” or “Client”) and Agilent Technologies,
a Delaware corporation (“Vendor”). City and Vendor are each individually referred to herein as a “party”
and collectively referred to as the “parties.” The term “Vendor” shall include Vendor, its officers, agents,
employees, representatives, contractors or subcontractors. The term “City” shall include its officers,
employees, agents, and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1.This for Vendor Services Agreement;
2.Exhibit A – Vendor’s Quote;
3.Exhibit B – Network Access Agreement; and
4.Exhibit C – Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Agreement shall control.
The term “Vendor” or “Contractor” shall include the Vendor or Contractor, and its officers, agents,
employees, representatives, servants, contractors or subcontractors.
The term “City” shall include its officers, employees, agents, and representatives.
1.Scope of Services. Vendor hereby agrees, with good faith and due diligence, to provide
the City with an Inductively Coupled Plasma Mass Spectrometer, software, and support services for the
Water Department. Specifically, Vendor will perform all duties outlined and described in the Quote, which
is attached hereto as Exhibit “A” and incorporated herein for all purposes, and further referred to herein as
the “Services.” Vendor shall perform the Services in accordance with standards in the industry for the same
or similar services. In addition, Vendor shall perform the Services in accordance with all applicable federal,
state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A,
the terms and conditions of this Agreement shall control.
2.Term. This Agreement shall commence on November 5, 2024 (“Effective Date”) and shall
expire on November 4, 2025 (“Expiration Date”), unless terminated earlier in accordance with the
provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for
four one-year renewals at the City's option, each a “Renewal Term.” The City shall provide Vendor with
written notice of its intent to renew at least thirty (30) days prior to the end of each term.
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3. Compensation. The City shall pay Vendor an amount not to exceed two hundred ten
thousand, two hundred fifty-six dollars and eighty-six cents ($210,256.86) in accordance with the
provisions of this Agreement. Vendor shall not perform any additional services for the City not specified
by this Agreement unless the City requests and approves in writing the additional costs for such services.
The City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless
the City first approves such expenses in writing. City agrees to pay all invoices of Vendor within thirty (30)
days of receipt of such invoice. Vendor may charge interest on late payments not to exceed one percent
(1%).
4. Termination.
4.1. Convenience. Either the 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. Breach. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of
notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching
party fails to cure the breach within the stated period of time, the non-breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
4.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder, the 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 the City of any kind whatsoever, except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide the City with services
requested by the 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 the 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 the City in a machine readable format or other format
deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts. Vendor hereby warrants to the 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 the City in writing.
5.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor’s provision of
services under this Agreement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate
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written agreement with respect thereto. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City (“City Information”) as
confidential and shall not disclose any such information to a third party without the prior written
approval of the 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 shall promptly notify Seller. It will be the responsibility of Seller 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 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 the 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 the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
6. Right to Audit.
6.1. Vendor agrees that the City shall, until the expiration of three (3) years after final
payment under this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the Vendor involving transactions
relating to this Agreement at no additional cost to the City. Vendor agrees that the 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. The City shall give Vendor not less than 10 days written notice of any intended
audits.
6.2. Vendor further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3)
years after final payment of the subcontract, have access to and the right to examine at reasonable
times any directly pertinent books, documents, papers and records of such subcontractor involving
transactions related to the subcontract, and further that City shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this paragraph. City shall give
subcontractor not less than 10 days written notice of any 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 granted herein, and not as agent, representative or
employee of the 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 be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
contractors 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 the City shall in
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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 the 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 OR EMPLOYEES.
8.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,
AGENTS, 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) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Vendor warrants that all Deliverables, or any part thereof,
furnished hereunder, including but not limited to: programs, documentation,
software, analyses, applications, methods, ways, and processes (in this Section 8C each
individually referred to as a “Deliverable” and collectively as the “Deliverables,”) do
not infringe upon or violate any patent, copyrights, trademarks, service marks, trade
secrets, or any intellectual property rights or other third party proprietary rights, in
the performance of services under this Agreement.
8.3.2. Vendor shall be liable and responsible for any and all claims made
against the City for infringement of any patent, copyright, trademark, service mark,
trade secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s) in the course of performance or completion of, or in any way connected
with providing the services, or the City’s continued use of the Deliverable(s)
hereunder.
8.3.3. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney’s fees, any claim or action against the
City for infringement of any patent, copyright, trade mark, service mark, trade
secret, or other intellectual property right arising from City's use of the
Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply if
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the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section 8,
Vendor shall 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 shall have the right to fully participate in any and all such
settlement, negotiations, or lawsuit as necessary to protect the City’s interest, and
City agrees to cooperate with Vendor in doing so. In the event City, for whatever
reason, assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under this Agreement, the
City shall 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 shall fully participate and cooperate with the 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, the City’s assumption of payment of costs or expenses
shall not eliminate Vendor’s duty to indemnify the City under this Agreement. If the
Deliverable(s), 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 shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b)
modify the Deliverable(s) to make them/it non-infringing, provided that such
modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and
functionally equivalent non-infringing Deliverable(s) 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 the City, subsequent to
which termination City may seek any and all remedies available to City under law.
VENDOR’S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE
REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
9. Assignment and Subcontracting.
9.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under
this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written agreement with the City and the Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement. The Vendor and assignee shall be jointly liable for all obligations under this Agreement
prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute
a written agreement with the Vendor referencing this Agreement under which the subcontractor
shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such
duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of
any such subcontract.
10. Insurance.
10.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
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10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
10.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non-owned, or hired vehicles, with a
combined limit of not less than $1,000,000 per occurrence.
10.1.3. Professional Liability (Errors & Omissions) in the amount of $1,000,000
per claim and $1,000,000 aggregate limit.
10.1.4. Statutory Workers’ Compensation and Employers’ Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability (Errors & Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
10.1.5.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury. The umbrella policy shall
cover amounts for any claims not covered by the primary Technology Liability
policy. Defense costs shall be outside the limits of liability.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
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intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Vendor under this
Agreement;
10.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Vendor and may not exceed $50,000
without the written approval of the City. Coverage shall be claims-made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance, or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
10.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
10.2.2. The workers’ compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
10.2.3. A minimum of Thirty (30) days’ notice of cancellation or reduction in
limits of coverage shall be provided to the City. 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, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
10.2.4. 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.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City’s Risk Management
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Division prior to execution of this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees to comply with
all applicable federal, state and local laws, ordinances, rules and regulations. If the 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, Vendor agrees to assume such liability and to indemnify and defend
the City and hold the 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, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
TO THE CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth TX 76102
With Copy to the City
Attorney at same address
TO VENDOR:
Agilent Technologies, Inc.
Lindsay Willett, Bids Response Specialist
2850 Centerville Road
Wilmington, Delaware 9808
14. Solicitation of Employees. Neither the 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. This provision
shall not apply to an employee who responds to a general solicitation or advertisement of employment by
either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
16. No Waiver. The failure of the 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 the
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 and 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 on the basis of
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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.
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 shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but shall 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, 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, and/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 hinders the party’s performance, as soon as reasonably possible, as determined in
the City’s discretion, after the occurrence of the Force Majeure Event. The form of notice required by this
section shall be the same as section 13 above.
20. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
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 hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement between the
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 shall, for all purposes, be deemed an original, but all such counterparts shall together constitute
one and the same instrument. An executed Agreement, modification, amendment, or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
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
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that conforms with the warranty, or (b) refund the fees paid by the City to Vendor for the nonconforming
services.
26. Network Access.
26.1. City Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section “Vendor Personnel”), requires access to the
City’s computer network in order to provide the services herein, Vendor shall execute and comply
with the Network Access Agreement which is attached hereto as Exhibit “B” and incorporated
herein for all purposes.
26.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System
(“FIRS”), Interstate Identification Index System (“III System”), National Crime Information Center
(“NCIC”) or National Fingerprint File (“NFF”), or Texas Law Enforcement Telecommunications
Systems (“TLETS”), that is governed by and/or defined in Title 28, Code of Federal Regulations
Part 20 (“CFR Part 20”), for the purpose of providing services for the administration of criminal
justice as defined therein on behalf of the City or the Fort Worth Police Department, under this
Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy
and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation
Criminal Justice Information Services Security Addendum. No changes, modifications, alterations,
or amendments shall be made to the Security Addendum. The document must be executed as is,
and as approved by the Texas Department of Public Safety and the United States Attorney General.
27. Immigration 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 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.
28. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services
rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and
list the party’s specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort, either through email, mail, phone
conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter
in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter
to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party
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shall be liable for its own expenses, including attorney’s fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process, the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
29. No Boycott of 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 Section 2271 of the Texas Government
Code. By signing this Addendum, 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.
30. Reporting Requirements.
30.1. For purposes of this section, the words below shall have the following meaning:
30.1.1. Child shall mean a person under the age of 18 years of age.
30.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
30.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output, processing, storage, or communication facilities that are connected or related to the
device.
30.1.4. Computer technician means an individual who, in the course and scope of
employment or business, installs, repairs, or otherwise services a computer for a fee. This
shall include installation of software, hardware, and maintenance services.
30.2. Reporting Requirement. If Vendor meets the definition of Computer Technician as
defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography, Vendor shall immediately report the discovery
of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the
National Center for Missing and Exploited Children. The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known, and as permitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
31. Signature Authority. The person signing this agreement hereby warrants that he/she has
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
City Secretary Contract No. _____________
Vendor Services Agreement – Technology (Rev. 8/19)
Page 12 of 21
Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Vendor
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit “C” and incorporate herein by reference. Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
32. Survival of Provisions. The parties’ duties and obligations pursuant to Section 4.4 (Duties
and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit), and
Section 8 (Liability and Indemnification) shall survive termination of this Agreement.
20. 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 company that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
“boycott energy company” and “company” have the meaning ascribed to those terms by Chapter
2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is
applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor’s
signature provides written verification to the City that Contractor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
33.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
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. The terms “discriminate,”
“firearm entity” and “firearm trade association” have themeaning ascribed to those terms by Chap-
ter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code
is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor’s sig-
nature provides written verification to the City that Contractor: (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.
34. 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.
35. 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.
CITY COUNCIL AGENDA
FORT �'�'QRTf�
-��
Create New From This M�C
DATE: 10/29/2024 REFERENCE **M&C 24- LOG NAME: 60AGILENT
NO.: 0934 TECHNOLOGIES ICP-MS
CODE: G TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of Sole Source Agreement with Agilent Technologies, Inc. for
the Purchase of an Inductively Coupled Plasma Mass Spectrometer, Software, and
Support Services for the Water Department in an Amount Up to $210,256.86
RECOMMENDATION:
It is recommended that the City Council authorize execution of sole source agreement with Agilent
Technologies, Inc. for the purchase of an Inductively Coupled Plasma Mass Spectrometer, software,
and support services for the Water Department in an amount up to $210,256.86.
DISCUSSION:
The Water Department Laboratory Division will use this agreement for the one-time purchase of an
Inductively Coupled Plasma Mass Spectrometer (ICP-MS), including software, parts, and support
services.
The ICP-MS is used to test metal analyses in water and environmental samples for federal and state
regulated contaminants to preserve and protect the public health and safety of the City of Fort Worth
residents.
The purchase of this laboratory equipment, software, parts, and support services will replace the
existing ten-year-old equipment that can no longer be supported by Agilent Technologies, Inc. The
new equipment will operate using a new software which is an upgrade of a software license already
owned by the Water Department. Purchasing this equipment from Agilent Technologies, Inc. will
maintain backward compatibility with existing software, allow for data retrieval from existing equipment
to be transferred to new equipment, and will nullify the need for operator training. Agilent
Technologies, Inc. is providing a discount in the amount of $134,591.49 for equipment trade-in
allowances.
Agilent Technologies, Inc. is the sole source manufacturer of ICP-MS, its hardware, software, parts,
training, technical support and at-your-site service and support procedures. The City Attorney's Office
approved a Chapter 252 exemption request related to this purchase and therefore, it is exempt from
competitive bidding.
Funding is budgeted in the W&S Capital Projects Fund for the Water Department for the purpose of
funding the Water FY23 Non-Fleet Equipment project, as appropriated.
DVIN-BE: This project was approved for a waiver per the Chapter 252 exemption approved by the
Legal Department. Therefore, the business equity goal requirement is not applicable.
AGREEMENT TERMS: Upon City Council's approval, this agreement shall begin on November 5,
2024 and expire November 4, 2025. The City's purchase will include a five-year extended warranty for
the equipment.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and Fort Worth City Code and does not
require specific City Council approval as long as sufficient funds have been appropriated.
This project is located in ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budget, as previously
appropriated, in the W&S Capital Projects Fund for the Water FY23 Non-Fleet Eqmt project to support
the approval of the above recommendation and execution of the agreement. Prior to any expenditure
being incurred, the Water Department has the responsibility to validate the availability of funds.
TO
rFund Department � Account Project Program � Activity Budget � Reference # Amount I
� ID ID Year (Chartfield 2) �
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
Fernando Costa (6122)
Chris Harder (5020)
Patty Wilson (8411)
ATTACHMENTS
60AGILENT TECHNOLOGIES ICP-MS.docx (CFW Internal)
Agilent SAMs Report - 9-19-24.pdf (CFW Internal)
Agilent Written Quote for ICP-MS Equipment.pdf (CFW Internal)
Approved and Signed Waiver-NS.pdf (CFW Internal)
Approved Chapter 252 Exemption.pdf (CFW Internal)
Form 1295 Certificate - Agilent Technologies Inc.pdf (CFW Internal)
ICPMS FID Table (1).xlsx (CFW Internal)
Signed FY23 Water Capital Form for ICP MS Equipment.pdf (CFW Internal)
City Secretary Contract No. _____________
Vendor Services Agreement – Technology (Rev. 8/19)
Page 13 of 21
(signature page follows)
City Secretary Contract No. _____________
Vendor Services Agreement – Technology (Rev. 8/19)
Page 14 of 21
ACCEPTED AND AGREED:
FORT WORTH:
City of Fort Worth
By: ___________________________
Name: William Johnson
Title: Assistant City Manager
Date: ___________________________
Approval Recommended:
By: ______________________________
Name: Christopher Harder
Title: Director, Water Department
Attest:
By: ______________________________
Name: Jannette Goodall
Title: City Secretary
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:
Title: , Water Department
Approved as to Form and Legality:
By: ______________________________
Name: Hye Won Kim
Title: Assistant City Attorney
M&C No. 24-0934 / October 29, 2024
Form 1295 No. 2024-1216933
VENDOR:
Agilent Technologies, Inc.
By:
Name: Lindsay Willett
Title: Bids Response Specialist
Date: ____________________________
City Secretary Contract No. _____________
Vendor Services Agreement – Technology (Rev. 8/19)
Page 15 of 21
EXHIBIT A
VENDOR’S QUOTE
� ��'' •� Agilent Technologies
. ,.;
Katrina Nwinye
Chemist
City of Fort Worth
Water Dept
Rolling Hills Water Treatment
2600 SE Loop 820
FORT WORTH TX 76140-1010
Quote No.
4973748
Contact
LaKeysha Rose
Quotation
Create Date Delivery Time
08/27/2024 3 Weeks
Phone no.
346 479 3102
1 of 6
Valid to
11/25/2024
To place an order: Visit www.aailent.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@agilent.com 512-321-3128
Pathology customer.service@agilent.com 800-566-3256
Instruments Lscainstrumentsales@agilent.com 302-633-8953
1-800-227-9770 Option 1
� ��'' •� Agilent Technologies
. ,.;
Katrina Nwinye
Chemist
City of Fort Worth
Water Dept
Rolling Hills Water Treatment
2600 SE Loop 820
FORT WORTH TX 76140-1010
Quote No.
4973748
Contact
LaKeysha Rose
Quotation
Create Date Delivery Time
08/27/2024 3 Weeks
Phone no.
346 479 3102
2 of 6
Valid to
11/25/2024
To place an order: Visit www.aailent.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@agilent.com 512-321-3128
Pathology customer.service@agilent.com 800-566-3256
Instruments Lscainstrumentsales@agilent.com 302-633-8953
1-800-227-9770 Option 1
� ��'' •� Agilent Technologies
. ,.;
Katrina Nwinye
Chemist
City of Fort Worth
Water Dept
Rolling Hills Water Treatment
2600 SE Loop 820
FORT WORTH TX 76140-1010
Quote No.
4973748
Contact
LaKeysha Rose
Quotation
Create Date Delivery Time
08/27/2024 3 Weeks
Phone no.
346 479 3102
3 of 6
Valid to
11/25/2024
To place an order: Visit www.aailent.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@agilent.com 512-321-3128
Pathology customer.service@agilent.com 800-566-3256
Instruments Lscainstrumentsales@agilent.com 302-633-8953
1-800-227-9770 Option 1
� ��'' •� Agilent Technologies
. ,.;
Katrina Nwinye
Chemist
City of Fort Worth
Water Dept
Rolling Hills Water Treatment
2600 SE Loop 820
FORT WORTH TX 76140-1010
Quote No.
4973748
Contact
LaKeysha Rose
Quotation
Create Date Delivery Time
08/27/2024 3 Weeks
Phone no.
346 479 3102
4 of 6
Valid to
11/25/2024
To place an order: Visit www.aailent.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@agilent.com 512-321-3128
Pathology customer.service@agilent.com 800-566-3256
Instruments Lscainstrumentsales@agilent.com 302-633-8953
1-800-227-9770 Option 1
� ��'' •� Agilent Technologies
. ,.;
Katrina Nwinye
Chemist
City of Fort Worth
Water Dept
Rolling Hills Water Treatment
2600 SE Loop 820
FORT WORTH TX 76140-1010
Quotation
Quote No.
4973748
Contact
LaKeysha Rose
Create Date Delivery Time
08/27/2024 3 Weeks
Phone no.
346 479 3102
5 of 6
Valid to
11/25/2024
To place an order: Visit www.aailent.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@agilent.com 512-321-3128
Pathology customer.service@agilent.com 800-566-3256
Instruments Lscainstrumentsales@agilent.com 302-633-8953
1-800-227-9770 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.aailent.com/en/technoloav/aailent-financial-solutions to learn why more and more
labs are choosing these flexible payment plans and identify which works best for you.
To place an order: Visit www.aailent.com/store to place online orders 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@agilent.com 512-321-3128
Pathology customer.service@agilent.com 800-566-3256
Instruments Lscainstrumentsales@agilent.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 #.
EXCLUSIVE OFFERS FOR NEW INSTRUMENT CUSTOMERS, go to www.aailent.com/chem/exclusiveoffers
TO CHECK THE STATUS OF AN ORDER:
1) Visit aailent.com/store 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:
� 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 $4000 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.
Visit www.aailent.com/chem
� For Training course information and registration including e-Seminars, S818Ct F�1iir.atinn,
� For Literature, Application notes, and other information, select I ih�arv.
� For Online Technical Support including the Technical Support Assistant and Frequently Asked Questions,
SEIECt Tar.hnir.al iii^nnrt,
It is Agilent Technologies intent to ship product at the earliest available date unless specified otherwise.
� ��'' •� Agilent Technologies
. ,.;
Katrina Nwinye
Chemist
City of Fort Worth
Water Dept
Rolling Hills Water Treatment
2600 SE Loop 820
FORT WORTH TX 76140-1010
Quote No.
4973748
Contact
LaKeysha Rose
Quotation
Create Date Delivery Time
08/27/2024 3 Weeks
Phone no.
6 of 6
Valid to
346 479 3102
11/25/2024
To place an order: Visit www.aailent.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@agilent.com 512-321-3128
Pathology customer.service@agilent.com 800-566-3256
Instruments Lscainstrumentsales@agilent.com 302-633-8953
1-800-227-9770 Option 1
The sale of Agilent Products and Services referenced in this quotation is subject to the then current version of AgilenYs Terms of Sale, and any Supplemental Terms or Occasional Reseller
Terms of Sale or other applicable terms referenced herein. The sale of Microplates Products shall be subject to Microplates Terms of Sale and any Supplemental Terms or other applicable
terms referenced herein. The sale of Microplates Tooling Products shall be subject to Microplates Tooling Terms of Sale and any Supplemental Terms or other applicable terms referenced
herein. All of the above "Terms" as applicable. A copy of the Terms is either attached or has been previously provided to you. Please contact us if you have not received a copy or require an
additional copy. If you have a separate agreement in effect with Agilent covering the sale of Products and Services referenced in this quotation, the terms of that agreement will take
precedence for those Products and Services. Agilent expressly objects to any different or additional terms in your purchase/sales order documentation, unless agreed to in writing by Agilent.
Products and Services availability dates are estimated at the time of the quotation. Actual delivery dates or delivery windows will be specified at the time Agilent acknowledges and accepts your
purchase order. The above conditions shall apply to the fullest extent permitted by lhe law. You may have other statutory or legal righls available. Commodities, technology or software exported
from the United States of America ("U.S.") or from other exporting countries will be subject to the U.S. Export Adminislration Regulations and all exporting countries' export laws and regulations.
Diversion contrary to U.S. law and the applicable export laws and regulations is prohibited.
Network Access Agreement (Rev. 8/28/19) Page 1 of 4
EXHIBIT B
NETWORK ACCESS AGREEMENT
This Network Access Agreement ("Agreement") is made and entered into by and between the City
of Fort Worth ("City"), a home rule municipal corporation with its principal location at 100 Fort Worth
Trail, Fort Worth, Texas 76102, organized under the laws of the State of Texas and Agilent Technologies,
Inc. a Delaware corporation with its principal location at 2850 Centerville Road, Wilmington, Delaware
19808 ("Vendor").
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City’s network in order to provide and install a
an Inductively Coupled Plasma Mass Spectrometer, software, and support services. In order to provide the
necessary support, Vendor needs access to the Water Department network.
2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing and installing an Inductively Coupled Plasma Mass
Spectrometer, software, and support services. Such access is granted subject to the terms and conditions set
forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic
Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by
reference and made a part of this Agreement for all purposes herein and are available upon request.
Seq
3. Network Credentials. The City will provide Vendor with Network Credentials consisting
of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. If
this access is being granted for purposes of completing services for the City pursuant to a separate contract,
then, this Agreement will expire at the completion of the contracted services, or upon termination of the
contracted services, whichever occurs first. Otherwise, access rights will automatically expire one (1) year
from the date of this Agreement (“Expiration Date”).
Services are being provided in accordance with City Secretary Contract No. 62113. (“Contract”)
Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No.
______. (“PSK #”)
Services are being provided in accordance with the Agreement to which this Access Agreement is
attached. (“Contract”)
No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be
renewed annually if the following conditions are met:
4.1 Contracted services have not been completed;
4.2 Contracted services have not been terminated; and
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this
Agreement, the Vendor has provided the City with a current list of its officers, agents, servants, employees
or representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor shall
provide the City with a current list of officers, agents, servants, employees or representatives that require
Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access
to the Network and/or termination of this Agreement.
Network Access Agreement (Rev. 8/28/19) Page 2 of 4
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives
may not share the City-assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's
compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or
representatives, of this Agreement and any other written instructions or guidelines that the City provides to
Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the
Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may
have under this Agreement or at law or in equity.
1.1. Notice to Vendor Personnel – For purposes of this section, Vendor Personnel shall
include all officers, agents, servants, employees, or representatives of Contractor. Vendor shall be
responsible for specifically notifying all Vendor Personnel who will provide services to the City
under this agreement of the following City requirements and restrictions regarding access to the
City’s Network:
1.1.1. Contractor shall be responsible for any City-owned equipment assigned to
Vendor Personnel, and will immediately report the loss or theft of such equipment to the
City;
1.1.2. Contractor, and/or Vendor Personnel, shall be prohibited from connecting
personally-owned computer equipment to the City’s Network;
1.1.3. Contractor Personnel shall protect City-issued passwords and shall not
allow any third party to utilize their password and/or user ID to gain access to the City’s
Network;
1.1.4. Contractor Personnel shall not engage in prohibited or inappropriate use
of Electronic Communications Resources as described in the City’s Administrative
Regulation D7;
1.1.5. Any document created by Vendor Personnel in accordance with this
Agreement is considered the property of the City and is subject to applicable state
regulations regarding public information;
1.1.6. Contractor Personnel shall not copy or duplicate electronic information for
use on any non-City computer except as necessary to provide services pursuant to this
Agreement;
1.1.7. All network activity may be monitored for any reason deemed necessary
by the City; and
1.1.8. A Network user ID may be deactivated when the responsibilities of the
Vendor Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Agreement at any time and for any reason with or without notice, and without penalty to the
City. Upon termination of this Agreement, Vendor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Vendor, its officers,
agents, servants, employees and/or representatives to access the City’s Network.
Network Access Agreement (Rev. 8/28/19) Page 3 of 4
7. Information Security. Vendor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a
breach or threat of breach which could compromise the integrity of the City’s Network, including but not
limited to, theft of Vendor-owned equipment that contains City-provided access software, termination or
resignation of officers, agents, servants, employees or representatives with access to City-provided Network
credentials, and unauthorized use or sharing of Network credentials.
[Signature Page Follows]
Network Access Agreement (Rev. 8/28/19)Page 4 of 4
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth
By: ___________________________
Name: William Johnson
Title: Assistant City Manager
Date: ___________________________
Approval Recommended:
By: ______________________________
Name: Christopher Harder
Title: Director, Water Department
Attest:
By: ______________________________
Name: Jannette Goodall
Title: City Secretary
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:
Title: , Water Department
Approved as to Form and Legality:
By: ______________________________
Name: Hye Won Kim
Title: Assistant City Attorney
VENDOR:
Agilent Technologies, Inc.
By:
Name: Lindsay Willett
Title: Bids Response Specialist
Date: ____________________________
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Agilent Technologies, Inc.
5301 Stevens Creek Blvd.
Santa Clara. CA 95051
�•�'�••� Agilent Technologies
�. .
SIGI�IATURE AUTHORIZATI01� FOR BIDS, QUOTES,
CONTRACTS BID BONDS A1�1D 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, Assistant General Counsel and
Assistant Secretary ofAgilent Technologies, Inc., a Delaware corporation (the "Company"); that the
foregoing is a f'ull, 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 revoked
and remains in fiall f'orce and effect. I, P. Diana Chiu pursuant to authority granted to me by the Board of
Directors of the Company, hereby authorize Lindsay Willett 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).
IN WITNESS, WHEREOF, I have signed my name below.
i �"�����
Dated: May ,2023
P. Diana Chiu
Vice President, Asst. Gen. Counsel &
Asst. Secretary
CALfF�RNIA ALL-PURPOSE ACKNOWLEDGEMENT
CIVIL COD� § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the docurrient to which #his c�rtificate is attached, and not the truthfulness, accuracy, or
va�idity of that ciocument.
State of Califarnia
County o# Santa Clara
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On r�'�r��� , 2Q2� before me, �lisa Martinez— Nota Public (insert
name and titfe of the officer}, personally appeared �.'- �: i�r� �! 1��: , who proved to
me on the �asis af satisfactory evidence to be the person�,s}�whose name.(s�isl�subscribed to
the within instrument and ac�Cnowledged to me tha��shelth�i executed the same in
h+slher/th�fr authorized capacity(�, and that by jai'slher/th�if signatur��on the instrumen# the
person�or the entity upon behalf of which the person(,� acted, executed the instrument.
I ce�tify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is irue and correct.
WITNESS my hand and official sea1.
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Routing and Transmittal Slip
Water
Department
DOCUMENT TITLE: VSA with Agilent Technologies, Inc.
M&C:CPN:CSO:DOC #:
TO INITIALS APPROVER
INITIALS
Rick Lisenbee, Sr. IT Manager, Water Department Approver
Jason Lyssy, IT Manager, Water Department Approver
Katrina Nwinye, Lab Supervisor, Water Department Signer
Lindsay Beth Willett, Bids Response Specialist
lindsay.willett@agilent.com
Signer
Shane Zondor, Assistant Director, Water Department Approver
Jan Hale, Deputy Director, Water Department Approver
Chris Harder, Director, Water Department Signer
Hye Won Kim, Assistant City Attorney Signer
William Johnson, Assistant City Manager Signer
Ron Gonzales, Assistant City Secretary Approver
Jannette Goodall, City Secretary Signer
Allison Tidwell, Administrative Assistant, City Secretary Form Filler
Charmaine Baylor, Sr. IT Business Planner, Water Dept Acceptor
EXPLANATION
Please sign or approve this agreement between Agilent Technologies, Inc. (Agilent), and the Water
Department. Agilent will be providing and installing an Inductively Coupled Plasma Mass Spectrometer,
with software, consulting, and support services.
The term will run from November 5, 2024 to November 4, 2025, with four one-year renewals. The
contract shall not exceed $210,256.86.
If you have any questions or concerns, please call or email me.
Thank you,
Charmaine Baylor
Sr. IT Business Planner, Water IT
Water Department
Phone: (817) 392-6629