HomeMy WebLinkAboutContract 63529City Secretary Contract No. 63529
FORT WORTH,
VENDOR SERVICES AGREEMENT
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, Inc., a Delaware corporation ("Vendor"). City and Vendor are each individually referred to
herein as a "party" and collectively referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement Document shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A — Scope of Services;
3. Exhibit B — Vendor's Quote
4. Exhibit C — Network Access Agreement; and
5. Exhibit D — 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 MassHunter software and training, as described in more detail in the Scope of Services in
Exhibit A. 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 B, the terms and
conditions of this Agreement shall control.
2. Term. This initial term of this Agreement is for one year, beginning on the date that this
Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier
in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to
renew this Agreement for up to four one-year renewal option(s) (each a "Renewal Term").
Compensation.
3.1. The City shall pay Vendor an amount not to exceed Seventy Thousand Five
Hundred Thirty -Nine Dollars and Eleven Cents ($70,539.11) in accordance with the provisions of
this Agreement.
3.2. City shall pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and provisions of this Agreement, including Exhibit `B," which is
OFFICIAL RECORD
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attached hereto and incorporated herein for all purposes.
3.3. 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. 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.
4.3. 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.
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
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 parry 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,
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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.
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. Indeuendent 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
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,
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WH THER 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 COVENANTSANDAGREES 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, WH THER REAL OR ASSERTED, FOR
EITHER PR OPER TYDAMA GE OR LOSS (INCL UDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY,
INCL UDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF
INTELLECTUAL PROPERTYINFRINGEMENT, ARISING OUT OF OR IN CONNECTION
WITH THIS A GREEMENT, TO THE EXTENT CA USED BYTHE ACTS OR OMISSIONS OF
VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
8.1 INTELLECTUAL PROPERTYINFRINGEMENT — Vendor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement
of any patent, copyright, trade mark, trade secret, or similar property right arising from
City's use of the software or documentation in accordance with this Agreement, it being un-
derstood that this agreement to defend, settle or pay will not apply if City modifies or misuses
the software and/or documentation. So long as Vendor bears the cost and expense of payment
for claims or actions against City pursuant to this section, Vendor will have the right to con-
duct the defense of any such claim or action and all negotiations for its settlement or compro-
mise and to settle or compromise any such claim; however, City will have the right to fully
participate in any and all such settlement, negotiations, or lawsuit as necessary to protect
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 City for infringement arising under this Agreement, City will have
the sole right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, Vendor will
fully participate and cooperate with City in defense of such claim or action. City agrees to
give Vendor timely written notice of any such claim or action, with copies of all papers
City may receive relating thereto. Notwithstanding the foregoing, City's assumption of pay-
ment of costs or expenses will not eliminate Vendor's duty to indemnify City under this Agree-
ment. If the software and/or documentation or any part thereof is held to infringe and the use
thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor will, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the software and/or documentation;
or (b) modify the software and/or documentation to make it non -infringing, provided that
such modification does not materially adversely affect City's authorized use of the software
and/or documentation; or (c) replace the software and documentation with equally suitable,
compatible, and functionally equivalent non -infringing software and documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subse-
quent to which termination City may seek any and all remedies available to City under law.
Assignment and Subcontracting.
9.1. Assigmment. 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
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Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under
this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement before the
effective date of the assignment.
9.2. Subcontract. 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. Vendor must provide the City with a fully
executed copy of any such subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting poli-
cies of the following types and minimum coverage limits that are to be in effect prior to commencement of
any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle" will be any vehicle owned, hired and non -owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000 -
Bodily Injury by accident; each accident/occurrence
$100,000 -
Bodily Injury by disease; each employee
$500,000 -
Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions): [01 Applicable [01 N/A
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims -made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
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10.2 General Reauirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
City in accordance with the notice provision of this Agreement.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. ComDliance with Laws. Ordinances. Rules and Reeulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from
and correct the violation.
12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY
VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement 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:
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TO THE CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth TX 76102
Facsimile: (817) 392-8654
With Copy to the City Attorney
at same address
TO VENDOR:
Agilent Technologies, Inc.
Lindsay Willett, Bids Response Specialist
2850 Centerville Road
Wilmington, Delaware 19808
Facsimile: (303) 633-8954
14. Solicitation of Emnlovees. Neither City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer. 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 / 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
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 Mai eure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority; transporta-
tion problems; restraints or prohibitions by any court, board, department, commission, or agency of the
United States or of any States; civil disturbances; other national or regional emergencies; or any other sim-
ilar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance
is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended
during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party
provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's
performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the
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reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this
section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings Not 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 and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A, B, and C.
22. Amendments. No amendment, modification, or extension of this Agreement will be
binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized
representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Network Access.
25.1. Citv 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.
25.2. 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") of 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.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation that are created, published, displayed, or produced in
conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City
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will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the
date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever
occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -for -hire"
within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or
any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976,
as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work
Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other
proprietary rights therein, that City may have or obtain, without further consideration, free from any claim,
lien for balance due, or rights of retention thereto on the part of City.
27. Signature Authoritv. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective parry, and that such binding au-
thority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Companv Name or Ownership. Vendor must notify City's Purchasing Man-
ager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated
City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes
in a company name or ownership must be accompanied with supporting legal documentation such as an
updated W-9, documents filed with the state indicating such change, copy of the board of director's resolu-
tion approving the action, or an executed merger or acquisition agreement. Failure to provide the specified
documentation may adversely impact future invoice payments.
29. Immigration Nationalitv 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.
30. Reporting Reauirements.
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
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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. Renortin2 Reauirement. 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. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
32. Prohibition on Bovcotting Energv Companies. If Vendor has fewer than 10 employees
or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the contract contains
a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
33. Prohibition on Discrimination Against Firearm and Ammunition Industries. If
Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not
apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000
or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more
full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not
have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm
trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,
by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City
that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
34. Signature Authoritv. The person signing this agreement hereby warrants that he/she has
Vendor Services Agreement Page 10 of 18
Agilent Technologies
City Secretary Contract No.
the legal authority to execute this agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement, and any amendment(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.
35. 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.
36. 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.
(signature page follows)
Vendor Services Agreement Page 11 of 18
Agilent Technologies
City Secretary Contract No.
ACCEPTED AND AGREED:
FORT WORTH:
City of Fort Worth
By: opk�
Name: Jesica McEachern
Title: Assistant City Manager
Date: 06/2.15/202-5
Approval Recommended:
(.�� wa��
By: Christopher H rder (Jun 25, 2025 07:07 CDT)
Name: Christopher Harder
Title: Director, Water Department
4.00uvpp��
Attest: A �"r` foR�A%��'av
�o
�vo o=°o
0000"000 �
By:
Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
Agilent Technologies, Inc.
By:
Name: Lindsay Willett
Title: Bids Response Specialist
Date: 06/24/2025
Vendor Services Agreement
Agilent Technologies
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: 11 �
Name: Katrina Nwinye
Title: Laboratory Supervisor, Water Department
Approved as to Form and Legality:
Al lie vier Aiv(evl, //
M. Kevin Anders, II (Jun 25, 2025 08:43 CDT)
By:
Name: M. Kevin Anders, II
Title: Assistant City Attorney
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 12 of 18
City Secretary Contract No.
EXHIBIT A
SCOPE OF SERVICES
I. MassHunter Software. Vendor shall provide the City with six MassHunter Workstation
for GCMS Systems. Vendor shall also upgrade one older version of MassHunter
Workstation Software to MassHunter WS SW for LC/TQ that the City currently owns.
Vendor agrees that it shall install all software and complete all upgrades under this
Agreement before September 30, 2025. Vendor's software installation and upgrades shall
be as follows:
a. MassHunter Workstation for GCMS Svstems.
i. Vendor shall configure the six MassHunter Workstation for GCMS Systems as
follows:
1. Ship -to -Country — USA
2. 200 — For GC/MSD with ChemStation DA
3. Installation (44K)
4. Introduction (44L)
ii. Vendor shall provide the City with 1 year of software and phone assistance in
accordance with the terms of the Vendor's Quote in Exhibit B.
b. U_n�_ rade of MassHunter Workstation Software to MassHunter WS SW for LC/TO
i. Vendor shall upgrade one existing, older MassHunter Workstation software to
MassHunter WS SW for LC/TQ, with the following configuration:
1. Ship -to -Country — USA
2. Installation (44K)
3. Introduction (44L)
II. MassHunter Software Training.
a. Vendor shall provide the City with four (4) days of its Advanced Method
Implementation Service for Agilent Proven Methods onsite training, which includes
training and consultation services focusing on LCMS 6495c. Vendor's training and
consultation shall, at a minimum, include hardware and software familiarization for
LCMS 6495c and method development.
b. Vendor shall work with the City to schedule the onsite training, which shall be
scheduled as soon as commercially practicable upon the execution of this Agreement.
If Vendor cancels its onsite training once scheduled, Vendor agrees to promptly
reschedule the onsite training.
Vendor Services Agreement Page 13 of 18
Agilent Technologies
City Secretary Contract No.
EXHIBIT B
VENDOR'S QUOTES
Vendor Services Agreement — Technology — Exhibit A Page 14 of 18
Quotation
Katrina Nwinye
Chemist
City of Fort Worth
Water Dept
Rolling Hills Water Treatment
2600 SE Loop 820
FORT WORTH TX 76140-1010
Item Product/Description
1000 R173613-008
Quote No. Create Date Delivery Time
Page
5636121
03/14/2025
TBD
1 of 3
Contact Phone no.
Valid to
Robert Methlie
302-633-8576
06/12/2025
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
Unit Extended
List Discount Net
Qty/Unit Price Amount Price
1.000 FA 17,162.00 USD 2,574.30- 14,587.70
Method Implementation Service For Agilent Proven Methods
(Advanced)
Four days of onsite consulting focusing on LCMS 6495c
-Hardware Familiarization
-Software Familiarization
-Method Development
Special discount of 15.00 % is applied.
Item Total
14,587.70
Gross Amount $ 17,162.00
Total Discount $ 2,574.30
Net Amount $ 14,587.70
Total $ 14,587.70
Quotation Date: 03/18/25
•'• Agilent
Agilent Technologies, Inc.
2850 Centerville Rd
Quotation
Wilmington DE 19808
U.S.A.
Quote No: Quote Expiration Date:
5642114 06/16/25
Incoterms: Payment Terms:
Prepared For:
p
Delivered duty paid Net 30 Days
Katrina Nwinye
City of Fort Worth
Estimated Delivery (weeks):
Water Dept
1
2600 SE Loop 820
FORT WORTH TX 76140-1010
Your Agilent Representative:
John Chaplin
JOHN.CHAPLIN@NON.AGILENT.COM
To Place an Order:
Phone:1-800-227-9770 option 1
Fax:1-302-633-8953
email:Lscainstrumentsales@agilent.com
website:www.agilent.com/store
1 M5931AA 1 EA 8,091.00 2,022.75 6,068.25
Upgrade MassHunter WS SW for LC/TQ from an older version of MassHunter Workstation Software
With the following configuration:
Ship -to Country - USA
Installation (44K)
Introduction (44L)
The following Special Discount has been applied: 25.0 %
2 M5890AA
6 EA 10,723.00 16,084.50
48,253.50
MassHunter Workstation for GCMS Systems
With the following configuration:
Ship -to Country - USA
200 - For GC/MSD with ChemStation DA
Installation (44K)
Introduction (44L)
1 Year SW Update/Phone Assist (44W)
The following Special Discount has been applied: 25.0 %
Total List:
72,429.00 USD
Total Discount:
18,107.25 USD
Total Net (excl. Shipping and Taxes):
54,321.75 USD
Total Shipping & Handling:
1,629.66 USD
Total Net with Shipping and Handling:
55,951.41 USD
Estimated Taxes:
0.00 USD
Total Quote:
55,951.41 USD
Agilent Technologies, Inc. 1
City Secretary Contract No.
EXHIBIT C
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 provide the City with
MassHunter workstations for GCMS Systems, the upgrade of the MassHunter workstation software,
technical support, training, and consulting 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 the City with MassHunter workstations for GCMS Systems, the
upgrade of the MassHunter workstation software, technical support, training, and consulting 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 . ("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.
Vendor Services Agreement — Technology — Exhibit C Page 15 of 18
City Secretary Contract No.
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.
5.1. Notice to Vendor Personnel — For purposes ofthis 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:
5.1.1. 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;
5.1.2. Contractor, and/or Vendor Personnel, shall be prohibited from connecting
personally -owned computer equipment to the City's Network;
5.1.3. 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;
5.1.4. Contractor Personnel shall not engage in prohibited or inappropriate use
of Electronic Communications Resources as described in the City's
Administrative Regulation D7;
5.1.5. 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;
5.1.6. 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;
5.1.7. All network activity may be monitored for any reason deemed necessary
by the City; and
5.1.8. 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.
7. Information Securitv. 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.
Vendor Services Agreement — Technology — Exhibit C Page 16 of 18
City Secretary Contract No.
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth
By:
Name:
Jesica McEachern
Title:
Assistant City Manager
Date:
06/25/2025
Approval Recommended:
By:
Chn'o�l1.r0,:0
Name:
Christopher Harder
Title:
Director, Water Department
Attest:
By:
Name:
Jannette Goodall
Title:
City Secretary
VENDOR:
Agilent Technologies, Inc.
By: * ' w
Name: Lindsay Willett
Title: Bids Response Specialist
Date: 06/24/2025
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: 11��
Name: Katrina Nwinye
Title: Laboratory Supervisor, Water Department
Approved as to Form and Legality:
M kevih Mieiu //
By. M. Kevin Anders, I1(J,n 25,20250843 CDT)
Name: M. Kevin Anders, H
Title: Assistant City Attorney
Vendor Services Agreement — Technology — Exhibit C Page 17 of 18
City Secretary Contract No.
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Vendor Services Agreement — Technology — Exhibit C Page 18 of 18
Agilent Technologies, Inc.
5301 Stevens Creek Blvd.
Santa Clara. CA 95051
Agilent Technologies
SIGNATURE AUTHORIZATION FOR BIDS, QUOTES,
CONTRACTS BID BONDS AND PERFORMANCE BONDS
RESOLVED: That, effective as of September 17, 2014, the Chief Financial Officer, Secretary and
Assistant Secretary, and each of them, is hereby empowered on behalf of the Company to sign bids,
quotations, leases and contracts with customers and government agencies, including such bids and
performance bonds as may be required in connection with such bids and contracts, and each is further
empowered to authorize employees of the Company to sign such bids, quotations, leases, contracts and
bid and performance bonds.
1, P. Diana Chiu, do hereby certify that I am the Vice President, Assistant General Counsel and
Assistant Secretary of Agilent Technologies, Inc., a Delaware corporation (the "Company"); that the
foregoing is a full, true and correct copy of the resolution adopted by the Board of Directors of the
Company on September 17, 2014; and that the resolution has not been annulled, rescinded, or revoked
and remains in full force and effect. 1, P. Diana Chiu pursuant to authority granted to me by the Board of
Directors of the Company, hereby authorize 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.
Dated: May Ii ,2023 ? - zk
P. Diana Chiu
Vice President, Asst. Gen. Counsel &
Asst. Secretary
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of Santa Clara
On N` 41 I , 202 before me, Elisa Martinez — Notary Public (insert
name and title of the officer), personally appeared 1 • �'1 lk- ib4l /' , who proved to
me on the basis of satisfactory evidence to be the person(,sywhose name(s) is/are subscribed to
the within instrument and acknowledged to me th at A6/s h e/thK executed the same in
his/her/thiefr authorized capacity(ips). and that by hi'slherltheif signature(sl'on the instrument the
perso%a<or the entity upon behalf of which the person(s)' acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
EU5+► MAIM4Ez
*'V
Notary public - CaliforniaSan kateo County(Seal) pmfn7SS10nR 2)749i3
Camm. Expires ►+sr 22, 2026
FoRTWORTH.
Routing and Transmittal Slip
Water
Department
DOCUMENT TITLE: Agilent Technologies, Inc. for Mass Hunter Software & Services
M&C:
TO
CPN:
CSO:
Jason Lyssy, IT Manager, Water Department
Rick Lisenbee, Sr. IT Manager, Water Department
Stacy Walters, Regulatory/Environmental Admin, Water Dept
Shela Chowdhury, Assistant Director, Water Department
Katrina Nwinye, Laboratory Supervisor, Water Department
Lindsay Beth Willett, Bids Response Specialist
lindsay.willett@agilent.com
Chris Harder, Director, Water Department
M. Kevin Anders, II, Asst City Attorney
Jesica McEachern, Assistant City Manager
Ron Gonzales, Assistant City Secretary
Jannette Goodall, City Secretary
Allison Tidwell, Administrative Asst, City Secretary
Charmaine Baylor, Sr. IT Business Planner, Water
DOC #:
ROLE APPROVER
INITIALS
Approver
Approver R k =e bee
Approver WSW
Approver
SRC
SRC
Signer
Signer
Signer
Signer
Signer
Approver
Signer
Form Filler
Acceptor
EXPLANATION
Please sign and/or approve this contract between Agilent Technologies, Inc. (Agilent), and the Water
Department. Agilent will be providing the City with MassHunter system software and training. This
system will be used in the Centralized Water Laboratory to determine PFAS levels in drinking water for
the City's distribution systems, drinking water plants' finished water, customer cities and others.
The term will begin on the date the contract is signed by the Assistant City Manager, and it will have four
one-year renewal options. The spending authority will equal $70,539.11.
If you have any questions or concerns, please call or email me.
Charmaine Baylor
Sr. IT Business Planner, Water IT
Water Department
Phone: (817) 392-6629