HomeMy WebLinkAboutContract 62843CSC No. 62843
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CITY OF FORT WORTH
PURCHASE AGREEMENT
This Purchase Agreement ("Agreement") is entered into by and between CAYMAN
CHEMICAL COMPANY, INCORPORATED ("Seller"), a Colorado corporation, and the
CITY OF FORT WORTH ("Buyer"), a Texas home-rule municipal corporation, each
individually referred to as a "party" and collectively as the "parties."
The Agreement includes the following documents which shall be construed in the order of
precedence in which they are listed:
1.This Purchase Agreement;
2.Exhibit A:City of Fort Worth Standard Terms and Conditions;
3.Exhibit B:Conflict oflnterest Questionnaire;
4.Exhibit C:Seller Contact Information; and
5.Exhibit D:Seller's Quote
Exhibits A through D, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. If any provisions of the attached Exhibits conflict with the terms
herein, the terms in this Sole Source Purchase Agreement and in Exhibit A will control.
Buyer shall pay Seller in accordance with the fee schedule in Exhibit D and in accordance with
the provisions of this Agreement. Total annual payment made under this Agreement by Buyer
shall not exceed One Hundred Thousand and 00/100 dollars annually ($100,000.00). Seller
shall not provide any additional items or services or bill for expenses incurred for Buyer not
specified by this Agreement unless Buyer requests and approves in writing the additional costs for
such services. Buyer shall not be liable for any additional expenses of Seller not specified by this
Agreement unless Buyer first approves such expenses in writing.
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective party. Seller and Buyer have caused this Agreement to be
executed by their duly authorized representatives to be effective as of the date signed by the
Buyer's Assistant City Manager.
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ACCEPTED AND AGREED:
BUYER
CITY OF FORT WORTH
By: William �ohnson (F 21, 2025 12:40 CST)
Name: William Johnson
Title: Assistant City Manager
Date: 0212112025
APPROVAL RECOMMENDED:
By: Robert Alldre ge·(f:eb 21, 202511:20 CST)
Name: Robert A. Alldredge, Jr.
Title: Executive Assistant Chief
ATTEST:
By:
Name: Jannette S. Goodall
Title: City Secretary
SELLER
CAYMAN CHEMICAL COMPANY,
INCORPORATED
By:
Name: Sebastian Buchert Title: VP Sales & Marketing
Date: 14 Feb 2025
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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: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND
LEGALITY:
1r1 .. �.!lLBy: 1rorv,v•"0
Name: Hye Won Kim
Title: Assistant City Attorney
CONTRACT AUTHORlZA TION:
M&C: None Required
Date Approved: N/ A
Form 1295 Certification No.: NIA
Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1. DEFINITION OF BUYER
`Buyer" means and includes the City of Fort Worth, its officers, agents, servants,
authorized employees, vendors, and subcontractors who act on behalf of various City
departments, bodies, or agencies.
2. DEFINITION OF SELLER
"Seller" means and includes CAYMAN CHEMICAL COMPANY, INCORPORATED,
its officers, agents, servants, employees, vendors, subcontractors, or other providers of
goods and/or services who act on behalf of the entity under contract with the City of Fort
Worth.
3. TERM
This Agreement shall begin on the date signed by the Buyer's Assistant City Manager
(`Bffective Date") and shall expire one (1) year from that date, unless terminated earlier in
accordance with this Agreement. Buyer shall 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 periods, (each a "Renewal Term").
4. PUBLIC INFORMATION
Buyer is a government entity under the laws of the State of Texas and all documents held
or maintained by Buyer may be subject to disclosure under the Texas Public Information
Act. In the event there is a request for information marked by Seller as Confidential or
Proprietary, Buyer shall promptly notify Seller. It will be the responsibility of Seller to
submit reasons objecting to disclosure to the Office of the Attorney General of the State of
Texas. A determination on whether such reasons are sufficient will not be decided by
Buyer, but by the Office of the Attorney General of the State of Texas or by a court of
competent jurisdiction. The Parties agree that nothing contained within this Agreement is
considered proprietary or trade secret information and that this agreement may be released
in the event that it is requested.
5. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer may have a financial interest, direct or indirect, in any
contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer
of any land, materials, supplies, or services, except on behalf of Buyer as an officer or
employee. Any willful violation of this section shall constitute malfeasance in office, and
any officer or employee found guilty thereof shall thereby forfeit his office or position.
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Any violation of this section with the knowledge, eXpressed or implied, of the person or
corporation contracting with the City Council shall render the contract voidable by the City
Manager or the City CounciL (Chapter XXVII, Section 16, City of Fort Worth Charter).
6. ORDERS
6.1 No employees of the Buyer or its officers, agents, servants, vendors, or subvendors
who act on behalf of various Buyer departments, bodies, or agencies are authorized
to place orders for goods and/or services without providing approved contract
numbers, purchase order numbers, or release numbers issued by the Buyer. The
only exceptions are Purchasing Card orders and emergencies pursuant to Texas
Local Government Code Section 252.022(a)(1), (2), or (3). In the case of
emergencies, the Buyer's Purchasing Division will place such orders.
6.2 Acceptance of an order and delivery on the part of the Seller without an approved
contract number, purchase order number, or release number issued by the Buyer
may result in rejection of delivery, return of goods at the Seller's cost, and/or non-
payment.
7. SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice. Each shipping
container shall be clearly and permanently marked as follows: (a) Seller's name and
address: (b) Consignee's name, address and purchase order or purchase change order
number; (c) Container number and total number of containers, e.g., "box 1 of 4 boXes";
and (d) Number of the container bearing the packing slip. Seller shall bear the cost of
packaging unless otherwise provided. Goods shall be suitably packed to secure lowest
transportation costs and to conform to requirements of common carriers and any applicable
specifications. Buyer's count or weight shall be final and conclusive on shipments not
accompanied by packing lists.
8. SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading
will operate as a tender of goods.
9. TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives
and takes possession of the goods at the point or points of delivery after inspection and
acceptance of the goods.
10. DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed.
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11. PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order,
purchase change order, or release order.
12. RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller
shall be responsible for all charges for the return to Seller of any goods rejected as being
nonconforming under the specifications.
13. INVOICES
13.1 Seller shall submit separate invoices, in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase
order or purchase change order number. Invoices shall be itemized, and
transportation charges, if any, shall be listed separately. A copy of the bill of lading
and the freight waybill, when applicable, should be attached to the invoice. Seller
shall mail or deliver invoices to Buyer's Department and address as set forth in the
block of the purchase order, purchase change order, or release order entitled "Ship
to." Payment shall not be made until the above instruments have been submitted
after delivery and acceptance of the goods and/or services.
13.2 Seller shall not include Federal EXcise or state or City sales taX in its invoices. The
Buyer shall furnish a tax exemption certificate upon Seller's request.
13.3 All payment terms shall be "Net 30 Days" unless otherwise agreed to in writing.
Before the first payment is due to Seller, Seller shall register for direct deposit
payments prior to providing goods and/or services using the forms posted on the
Buyer's website.
14. PRICE WARRANTY
14.1 The price to be paid by Buyer shall be that contained in Seller's proposals, which
Seller warrants to be no higher than Seller's current prices on orders by others for
products and services of the kind and specification covered by this agreement for
similar quantities under like conditions and methods of purchase. In the event Seller
breaches this warranty, the prices of the items shall be reduced to the prices
contained in Seller's proposals, or in the alternative and upon Buyer's option, Buyer
shall have the right to cancel this contract without any liability to Seller for breach
or for Seller's actual expenses. Such remedies are in addition to and not in lieu of
any other remedies which Buyer may have at law or in equity.
14.2 Seller warrants that no person or selling agency has been employed or retained to
solicit or secure this contract upon an agreement or understanding for commission,
percentage, brokerage fee, or contingent fee, excepting employees of an established
commercial or selling agency that is maintained by Seller for the purpose of
securing business. For breach or violation of this warranty, Buyer shall have the
right, in addition to any other right or rights arising pursuant to said purchase(s), to
cancel this contract without liability and to deduct from the contract price such
commission percentage, brokerage fee, or contingent fee, or otherwise to recover
the full amount thereof.
15. PRODUCT WARRANTY
Seller shall not limit or exclude any express or implied warranties, and any attempt to do
so shall render this contract voidable at the option of Buyer. Seller warrants that the goods
furnished will conform to Buyer's specifications, drawings, and descriptions listed in the
proposal invitation and the sample(s) furnished by Seller, if any. In the event of a conflict
between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall
govern.
16. SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated
by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA)
of 1970, as amended. In the event the product does not conform to OSHA standards, Buyer
may return the product for correction or replacement at Seller's expense. In the event Seller
fails to make appropriate correction within a reasonable time, any correction made by
Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall refund
all monies received for such goods within thirty (30) days after request is made by Buyer
in writing and received by Seller. Notice is considered to have been received upon hand
delivery, or otherwise in accordance with the Notice to Parties Clause of this Agreement.
Failure to make such refund shall constitute breach and cause this contract to terminate
immediately.
17. SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless otherwise
agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive,
nontransferable, royalty-free license to use the software. This software is "proprietary" to
Seller and is licensed and provided to the Buyer for its sole use for purposes under this
Agreement and any attached work orders or invoices. The Buyer may not use or share this
software without permission of the Seller; however, Buyer may make copies of the
software expressly for backup purposes.
18. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.1 The SELLER 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 18 each
individually referred to as a"Deliverable" and collectively as the
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"Deliverables") do not infringe upon or violate any patents, copyrights,
trademarks, service marks, trade secrets, or any intellectual property rights
or other third-party proprietary rights.
18.2 SELLER shall be liable and responsible for any and all claims made against
the Buyer 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 Buyer's continued use of the
Deliverable(s) hereunder.
18.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim
or action against Buyer for infringement of any patent, copyright, trademark,
trade secret, or similar property right arising from Buyer's use of the software
and/or documentation in accordance with this Agreement, it being understood
that this agreement to defend, settle, or pay shall not apply if Buyer modifies
or misuses the software and/or documentation. So long as SELLER bears the
cost and expense of payment for claims or actions against Buyer pursuant to
this section, SELLER 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, Buyer shall have the right to
fully participate in any and all such settlement, negotiations, or lawsuit as
necessary to protect Buyer's interest, and Buyer agrees to cooperate with
SELLER in doing sa In the event Buyer, for whatever reason, assumes the
responsibility for payment of costs and expenses for any claim or action
brought against Buyer for infringement arising under this Agreement, Buyer
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, SELLER shall fully participate and cooperate with
Buyer in defense of such claim or action. Buyer agrees to give SELLER timely
written notice of any such claim or action, with copies of all papers Buyer may
receive relating thereto. Notwithstanding the foregoing, Buyer's assumption
of payment of costs or expenses shall not eliminate SELLER's duty to
indemnify Buyer 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, SELLER shall, at its own expense: (a) procure
for Buyer 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
Buyer's use of the software and/or documentation; or (c) replace the software
and/or documentation with equally suitable, compatible, and functionally
equivalent non-infringing software and/or documentation at no additional
charge to Buyer; or (d) if none of the foregoing alternatives is reasonably
available to SELLER, terminate this Agreement and refund all amounts paid
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to SELLER by Buyer, subsequent to which termination Buyer may seek any
and all remedies available to Buyer under law.
18.4 The representations, warranties, and covenants of the parties contained in this
Agreement will survive the termination and/or expiration of this Agreement.
19. OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas,
processes, methods, programs, and manuals that were developed, prepared, conceived,
made or suggested by the Seller for the Buyer pursuant to a Work Order, including all such
developments as are originated or conceived during the term of the Contract and that are
completed or reduced to writing thereafter ("Work Product"), shall be considered "wark(s)
made for hire" and will be and remain the exclusive property of the Buyer. To the extent
that the Work Product are not considered work(s) made for hire under applicable law, Seller
hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns
exclusively to Buyer all rights, title, and ownership interests, including copyright, which
Seller may have in any Work Product or any tangible media embodying such Work
Product, without the necessity of any further consideration or instrument of transfer, and
Buyer shall be entitled to obtain and hold, in its own name, all Intellectual Property rights
in and to the Work Product. Seller for itself and on behalf of its vendors hereby waives any
property interest in such Work Product.
20. CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any part
of the undelivered portion of this order if Seller breaches any of the terms hereof, including
warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other
remedies, which Buyer may have at law or in equity.
21. TERMINATION
21.1 Written Notice. The purchase of goods under this order may be terminated in whole
or in part by Buyer, with or without cause, at any time upon the delivery to Seller
of a written "Notice of Termination" specifying the eXtent to which the goods to be
purchased under the order is terminated and the date upon which such termination
becomes effective. Such right of termination is in addition to and not in lieu of any
other termination rights of Buyer as set forth herein.
21.2 Non-Appropriation of Funds. In the event no funds or insufficient funds are
appropriated by the Fort Worth City Council in any fiscal period for any payments
due hereunder, Buyer will notify Seller 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 Buyer of any kind whatsoever, except as to the
portions of the payments herein agreed upon for which funds have been
appropriated.
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21.3 Duties and Obligations of the Parties. Upon termination of this Agreement for any
reason, Seller shall only be compensated for items requested by the Buyer and
delivered prior to the effective date of termination, and Buyer shall not be liable for
any other costs, including any claims for lost profits or incidental damages. Seller
shall provide Buyer with copies of all completed or partially completed documents
prepared under this Agreement. In the event Seller has received access to Buyer
Information or data as a requirement to perform services hereunder, Seller shall
return all Buyer provided data to Buyer in a machine-readable format or other
format deemed acceptable to Buyer.
22. ASSIGNMENT / DELEGATION
No interest, obligation, or right of Seller, including the right to receive payment, under this
contract shall be assigned or delegated to another entity without the express written consent
of Buyer. Any attempted assignment or delegation of Seller shall be wholly void and totally
ineffective for all purposes unless made in conformity with this Section. Prior to Buyer
giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all
documents, as determined by Buyer, that are reasonable and necessary to verify Se11er's
legal status and transfer of rights, interests, or obligations to another entity. The documents
that may be requested include, but are not limited to, Articles of Incorporation and related
amendments, Certificate of Merger, IRS Form W-9 to verify tax identification number, etc.
Buyer reserves the right to withhold all payments to any entity other than Seller if Seller is
not in compliance with this provision. If Seller fails to provide necessary information in
accordance with this section, Buyer shall not be liable for any penalties, fees, or interest
resulting therefrom.
23. WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in
part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration, is in writing, and is signed by the aggrieved party.
24. MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both
parties.
25. THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the
Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions
together with any attachments and exhibits. This Agreement is intended by the parties as a
final expression of their agreement and is intended also as a complete and exclusive
statement of the terms of their agreement. No course of prior dealings between the parties
and no usage of trade shall be relevant to supplement or explain any term used in this
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Agreement. Acceptance of or acquiescence in a course of performance under this
Agreement shall not be relevant to determine the meaning of this Agreement even though
the accepting or acquiescing party has knowledge of the performance and opportunity for
objection. Whenever a term not defined herein but defined by the Uniform Commercial
Code (UCC) is used in this Agreement, the definition contained in the UCC shall control.
In the event of a conflict between the contract documents, the order of precedence shall be
as stated in the second paragraph on the first page of this Agreement.
26. APPLICABLE LAW / VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term
"Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the
Uniform Commercial Code as adopted and amended in the State of Texas. Both parties
agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant
County, Texas. This contract shall be governed, construed, and enforced under the laws of
the State of TeXas.
27. INDEPENDENT CONTRACTOR(Sl
Seller shall operate hereunder as an independent contractor and not as an officer, agent,
servant, or employee of Buyer. Seller shall have exclusive control of, and the exclusive
right to control, the details of its operations hereunder and all persons performing same,
and shall be solely responsible for the acts and omissions of its officers, agents, employees,
vendors and subcontractors. The doctrine of respondeat superior shall not apply as between
Buyer and Seller, its officers, agents, employees, vendors, and subcontractors. Nothing
herein shall be construed as creating a partnership or joint enterprise between Buyer and
Seller, its officers, agents, employees, vendors, and subcontractors.
28. LIABILITY AND INDEMNIFICATION
2 8.1 LIABILITY — SELLER 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 SELLER, ITS
OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES.
28.2 GENERAL INDEMNIFICATION — SELLER HEREBY COVENANTS AND
A GREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND B UYER, 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 PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
SELLER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJUR Y, INCL UDING DEA TH, TO ANY AND ALL PERSONS,
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ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS,
MALFEASANCE, OR INTENTIONAL MISCOND UCT OF SELLER, ITS
OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES.
28.3 INTELLECTUAL PROPERTYINDEMNIFICATION- SELLER AGREES TO
DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY
CLAIM OR ACTION AGAINST BUYER FOR INFRINGEMENT OF ANY
PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR SIMILAR
PROPERTY RIGHT ARISING FROM BUYER'S USE OF THE SOFTWARE
AND/OR DOCUMENTATION IN ACCORDANCE WITH THIS
AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO
DEFEND, SETTLE, OR PAYSHALL NOTAPPLYIFBUYER MODIFIES OR
MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS
SELLER BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS
OR ACTIONS AGAINST BUYER PURSUANT TO THIS SECTION, SELLER
SHALL HA VE THE RIGHT TO COND UCT THE DEFENSE OF ANY S UCH
CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT
OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH
CLAIM; HOWEVER, BUYER SHALL HAVE THE RIGHT TO FULLY
PARTICIPATE INANYAND ALL SUCH SETTLEMENT, NEGOTIATIONS,
OR LAWSUIT AS NECESSARY TO PROTECT BUYER'S INTEREST, AND
BUYER AGREES TO COOPERATE WITH SELLER IN DOING SO. IN THE
EVENT BUYER, FOR WHATEVER REASON, ASSUMES THE
RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY
CLAIM OR ACTION BROUGHT AGAINST BUYER FOR INFRINGEMENT
ARISING UNDER THIS A GREEMENT, B UYER SHALL HA VE THE SOLE
RIGHT TO CONDUCT THE DEFENSE OFANYSUCH CLAIM OR ACTION
AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE
AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER,
SELLER SHALL FULLYPARTICIPATEAND COOPERATE WITHBUYER
IN DEFENSE OF SUCH CLAIM OR ACTION. BUYER AGREES TO GIVE
SELLER TIMELY WRITTENNOTICE OFANYSUCH CLAIM OR ACTION,
WITH COPIES OF ALL PAPERS BUYER MAY RECEIVE RELATING
THERETO. NOTWITHSTANDING THE FOREGOING, BUYER'S
ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT
ELIMINATE SELLER'S DUTY TO INDEMNIFY BUYER UNDER THIS
AGREEMENT. IF THE SOFTWARE AND/OR DOCUMENTATION OR ANY
PART THEREOFIS HELD TO INFRINGE AND THE USE THEREOF IS
ENJOINED OR RESTRAINED, OR IF AS A RESUL T OF A SETTLEMENT
OR COMPROMISE SUCH USE IS MATERIALLY ADVERSELY
RESTRICTED, SELLER SHALL, AT ITS OWN EXPENSE: (A) PROCURE
FOR BUYER 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
SUCHMODIFICATIONDOES NOT MATERIALLYADVERSELYAFFECT
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BUYER'S USE OF THE SOFTWARE AND/OR DOCUMENTATION; OR (C)
REPLACE THE SOFTWARE AND/OR DOCUMENTATION
WITHEQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY
EQUIVALENT NON-INFRINGING SOFTWARE AND/OR
DOCUMENTATIONAT NO ADDITIONAL CHARGE TO BUYER; OR (D) IF
NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY
AVAILABLE TO SELLER, TERMINATE THIS AGREEMENT AND
REFUNDALLAMOUNTSPAID TOSELLER BYBUYER, SUBSEQUENT TO
WHICH TERMINATION BUYER MAY SEEK ANY AND ALL REMEDIES
AVAILABLE TO BUYER UNDER LAW.
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31.
SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any reason
be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision of this agreement, which agreement
shall be construed as if such invalid, illegal, or unenforceable provision had never been
contained herein.
FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal
period for payments due under this contract, then Buyer will immediately notify Seller of
such occurrence and this contract shall be terminated on the last day of the fiscal period for
which funds have been appropriated without penalty or expense to Buyer of any kind
whatsoever, except to the portions of annual payments herein agreed upon for which funds
shall have been appropriated and budgeted or are otherwise available.
NOTICES TO PARTIES
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants, or representatives or (2) received by the other party by United States
Mail, registered, return receipt requested, addressed as follows:
TO BUYER:
City of Fort Worth
Attn: Purchasing Manager
100 Fort Worth Trail
Fort Worth, TX 76102
TO SELLER:
Cayman Chemical Company, Inc.
Attn: Sebastian Buchert, VP of Sales
and Marketing
1180 E. Ellsworth Road
Ann Arbor, MI 48108
With copy to Fort Worth City
Attorney's Office at same address
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32. NON-DISCRIMINATION
Seller, for itself, its personal representatives, assigns, subvendors, and successors in
interest, as part of the consideration herein given, agrees that in the performance of Seller'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 SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS,
SUBVENDORS, OR SUCCESSORS IN INTEREST, SELLER AGREES TO
ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND
HOLD BUYER HARMLESS FROM SUCH CLAIM.
33. IMMIGRATION AND NATIONALITY ACT
Seller 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 Buyer, Seller shall provide Buyer with copies of all I-9 forms
and supporting eligibility documentation for each employee who performs work under this
Agreement. Seller shall adhere to all federal and state laws and establish appropriate
procedures and controls so that no services will be performed by any Seller employee who
is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER
AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER,
SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES.
Buyer, upon written notice to Seller, shall have the right to immediately terminate this
Agreement for violations of this provision by Seller.
34. HEALTH, SAFETY, AND ENVIRONMENTAL REQUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and environmental laws, requirements, and standards. In addition,
Seller agrees to obtain and pay, at its own eXpense, all licenses, permits, certificates, and
inspections necessary to provide the products or to perform the services hereunder. Seller
shall indemnify Buyer from any penalties or liabilities due to violations of this provision.
Buyer shall have the right to immediately terminate this Agreement for violations of this
provision by Seller.
35. RIGHT TO AUDIT
Seller agrees that Buyer shall, until the expiration of three (3) years after final payment
under this contract or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers, and records, including but not limited to all electronic records,
of Seller involving transactions relating to this Agreement at no additional cost to Buyer.
Seller agrees that Buyer shall have access during normal working hours to all necessary
13
Seller facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. Buyer shall give Seller
reasonable advance notice of intended audits. The Buyer's right to audit, as described
herein, shall survive the termination and/or expiration of this Agreement.
36. DISABILITY
In accordance with the provisions of the Americans with Disabilities Act of 1990 (ADA),
Seller warrants that it and all of its subcontractors will not unlawfully discriminate on the
basis of disability in the provision of services to general public, nor in the availability,
terms, and/or conditions of employment for applicants for employment with, or employees
of, Seller or any of its subcontractors. Seller warrants it will fully comply with ADA's
provisions and any other applicable federal, state and local laws concerning disability and
will defend, indemnify, and hold Buyer harmless against any claims or allegations asserted
by third-parties or subcontractors against Buyer arising out of Seller's and/or its
subcontractor's alleged failure to comply with the above-referenced laws concerning
disability discrimination in the performance of this agreement.
37. DISPUTE RESOLUTION
If either Buyer or Seller 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 make a good faith effort, whether 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 upon written consent of authorized representatives of both parties. If the
parties cannot agree to submit the matter to non-binding mediation, or if the parties submit
the dispute to non-binding mediation and 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.
38. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT
ISRAEL
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2271 of the
Texas Government Code, the Buyer 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. To the extent the Chapter 2271 of the Government Code is applicable to
14
this Agreement, by signing this Agreement, Seller certiiies that Seller's signature
provides written verification to the Buyer that Seller: (1) does not boycott Israel; and
(2) will not boycott Israel during the term of the Agreement.
39. PROHIBITION ON BOYCOTTING ENERGY COMPANIES
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2276 of the
Texas Government Code, the Buyer is prohibited from entering into a contract for goods
or services that has a value of $100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the
contract contains a written verification from the company that it: (1) does not boycott
energy companies, and (2) will not boycott energy companies during the term of the
contract. To the extent that Chapter 2276 of the Government Code is applicable to this
Agreement, by signing this Agreement, Seller certifies that Seller's signature provides
written verification to the Buyer that Seller: (1) does not boycott energy companies;
and (2) will not boycott energy companies during the term of this Agreement.
40. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND
AMMUNITION INDUSTRIES
If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this
section does not apply. Seller acknowledges that in accordance with Chapter 2274 of the
Texas Government Code, the Buyer is prohibited from entering into a contract for goods
or services that has a value of $100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the
contract contains a written verification from the company that it: (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm
trade association; and (2) will not discriminate during the term of the contract against a
firearm entity or firearm trade association. To the extent that Chapter 2274 of the
Government Code is applicable to this Agreement, by signing this Agreement, Seller
certifies that Seller's signature provides written verifcation to the Buyer that Seller:
(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.
41. INSURANCE REQUIREMENTS
41.1 Covera�e and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
15
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Seller, its employees,
agents, or representatives in the course of providing services under
this Agreement. "Any vehicle" shall be any vehicle owned, hired,
and non-owned.
(c) Workers' Compensation:
Statutory limits according to the Texas Workers' Compensation Act
or any other state workers' compensation laws where the work is
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
through a separate policy specific to Professional E&O. Either is
acceptable if coverage meets all other requirements. Coverage shall
be claims-made and maintained for the duration of the contractual
agreement and for at least two (2) years following completion of
services provided. An annual certificate of insurance shall be
submitted to Buyer to evidence coverage.
41.2 General Requirements
(a) The commercial general liability and automobile liability policies
shall name Buyer as an additional insured thereon, as its interests
may appear. The term Buyer shall include its employees, officers,
officials, agents, and volunteers with respect to the contracted
services.
(b) The warkers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of Buyer.
16
(c) A minimum of thirty (30) days' notice of cancellation or reduction
in limits of coverage shall be provided to Buyer. At least ten (10)
days' notice shall be acceptable in the event of cancellation due to
non-payment of premium. Notice shall be sent to the Risk Manager,
Buyer of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the address indicated
above.
(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 Buyer to request required insurance
documentation shall not constitute a waiver of the insurance
requirement.
(fj Certificates of insurance evidencing that Seller has obtained all
required insurance shall be delivered to the Buyer prior to Seller
proceeding with any work pursuant to this Agreement.
17
Exhibit B— CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person
who contracts or seeks to contract for the sale or purchase of property, goods, or services
with a local governmental entity (i.e. the City of Fort Worth) must disclose in the Form CIQ
("Questionnaire") the person's affiliation or business relationship that might cause a conflict
of interest with the local governmental entity. By law, the Questionnaire must be filed with
the Fort Worth City Secretary no later than seven days after the date the person begins
contract discussions or negotiations with the Buyer or submits an application or response to
a request for proposals or bids, correspondence, or another writing related to a potential
agreement with the Buyer. Updated Questionnaires must be filed in conformance with
Chapter 176.
A copy of the Questionnaire is enclosed with the submittal documents. The form is also
available at https://www.ethics.state.tx.us/data/forms/conflict/CIQ.pdf.
If you have any questions about compliance, please consult your own legal counsel.
Compliance is the individual responsibility of each person or agent of a person who is
subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that
you might have with the Buyer, place Seller name in box # 1 and use "N/A" in each of
the areas on the form. However, a signature is required in box #4 in all cases.
18
Cayman Chemical Company, Incorporated
20 February 2025
Exhibit C— SELLER CONTACT INFORMATION
Seller's Name: Cayman Chemical Company Incorporated
Seller's Local Address: 1180 E. Ellsworth Rd. Ann arbor, MI 48108
Phone: 800-364-9897
Email: salesCcr�_caymanchem.com
Fax: 734-971-3640
Name of persons to contact when placing an order or invoice questions:
Name/Title Kelly Reading, Business Development Associate
Phone: 734-249-5595 Fax:
Email: kreading@caymanchem.com
Name/Title Customer Service
Phone: 800-364-9897
Email: ord
Name/Title
Phone:
Email:
manchem.com
5������-
Signature
Fax:
Fax:
Sebastian Buchert
Printed Name
14 Feb 2025
Date
20
Exhibit D - SELLER'S QUOTE
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