HomeMy WebLinkAboutContract 63622CSC No. 63622
FORT WORTH
CITY OF FORT WORTH
PURCHASE AGREEMENT
This Purchase Agreement ("Agreement") is entered into by and between Teledyne Instruments,
Inc. D/B/A Teledyne ISCO ("Seller") and the City of Fort Worth, (`Buyer" or "City"), a Texas
home rule municipal corporation.
The Purchase Agreement includes the following documents which shall be construed in the order
of precedence in which they are listed:
I . Exhibit A: City of Fort Worth Standard Purchasing Terms and Conditions;
2. Exhibit B: Seller's Quote; and
3. Exhibit C: Conflict of Interest Questionnaire
Exhibits A and B, which are attached hereto and Incorporated herein, are made a part of this
Agreement for all purposes. Total compensation under this Agreement will not exceed Ninety -
Five Thousand Dollars ($95,000). Seller agrees to provide Buyer with the goods listed in Exhibit
B in accordance with City of Fort Worth Standard Purchasing Terms and Conditions. Seller will
not bill for expenses incurred for City not specified by this Agreement unless City requests and
approves in writing the additional costs for such services. City will not be liable for any additional
expenses of Seller not specified by this Agreement unless City 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 Seller. Seller and Buyer have caused this Agreement to be
executed by their duly authorized representatives to be effective as of the date signed below.
(signature page follolvs)
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CSC No. 63622_
CITY OF FORT WORTH:
By: o9'1 k, �
Name: Jesica McEachern
Title: Assistant City Manager
Date: 07/08/2025
APPROVAL RECOMMENDED:
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By:
Christopher Harder (Ju1 7, 2025 14:42 CDTI
Name: Christopher Harder, P.E.
Title: Water Director
ATTEST:
By: �I
Natne: Jannette Goodall
Title: City Secretary
SELLER:
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Teledyne Instruments, Inc. D/B/A Teledyne ISCO
By: fi
Name: Sonja Zehl
Title: Sr. Contracts Manager
Date: 07/07/2025
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.
Ki*710Km-Id 77 14D1 CUT,
By:
Name: Kimberly Jutt
Title: Senior Administrative Assistant
APPROVED AS TO FORM AND LEGALITY:
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By:
Name: Amarna Muhammad
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
Form 1295: N/A
OFFICIAL RECORD
2 CITY SECRETARY
FT. WORTH, TX
CSC No. 63622
Exhibit A
CITY OF FORT WORTH
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
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.
2.0 DEFINITION OF SELLER
The Vendor(s), consultant, supplier, its officers, agents, servants, employees, vendors and
subcontractors, or other provider of goods and/or services who act on behalf of the entity
under a contract with the City of Fort Worth.
3.0 TERM
This Agreement shall begin on the date signed by the Assistant City Manager ("Effective
Date") and shall expire on September 30, 2026 ("Expiration Date"), unless terminated
earlier in accordance with this Agreement ("Initial Term"). 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 options.
4.0 PUBLIC INFORMATION
Buyer is a government entity under the laws of the State of Texas and all documents held
or maintained by Buyer are subject to disclosure under the Texas Public Information Act.
In the event there is a request for information marked Confidential or Proprietary, Buyer
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 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 this agreement may
be released in the event that it is requested.
5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall 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
CSC No. 63622
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 invalid by the City
Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter).
6.0 ORDERS
6.1 No employees of the Buyer or its officers, agents, servants, vendors or sub vendors
who act on behalf of various City 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.
7.0 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.
8.0 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.
9.0 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.
10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed.
CSC No. 63622
11.0 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.
12.0 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.
13.0 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, State or City Sales Tax in its invoices. The
Buyer shall furnish a tax exemption certificate upon Seller's request.
12.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in
writing. Before the 1st 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 City's website".
14.0 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 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 expense. Such remedies are in addition to and not in lieu of
any other remedies which Buyer may have in law or 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 or contingent fee, excepting employees of an established
CSC No. 63622
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 or contingent fee, or otherwise to recover the
full amount thereof.
15.0 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.
16.0 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 Section 29.0 of these terms and conditions.
Failure to make such refund shall constitute breach and cause this contract to terminate
immediately
17.0 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.
18.0 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 each
individually referred to as a "Deliverable" and collectively as the
CSC No. 63622
"Deliverables,") do not infringe upon or violate any patent, copyrights,
trademarks, service marks, trade secrets, or any intellectual property rights
or other third party proprietary rights, in the performance of services under
this Agreement.
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, trade mark,
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 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 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 and as
Buyer's sole remedy, either: (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 authorized 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
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CSC No. 63622
Agreement, and refund all amounts paid to SELLER by Buyer, subsequent to
which termination Buyer may seek any and all remedies available to Buyer
under law; and
18.4 The representations, warranties, and covenants of the parties contained in
section 13 through 17 of this Agreement will survive the termination and/or
expiration of this Agreement.
19.0 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 (the "Work Product") and Seller acknowledges
that such Work Product may be considered "work(s) made for hire" and will be and remain
the exclusive property of the Buyer. To the extent that the Work Product, under applicable
law, may not be considered work(s) made for hire, 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, 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.
20.0 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 in law or equity.
21.0 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 Buyer 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
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CSC No. 63622
expense to Buyer of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds have been appropriated.
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.
22.0 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 paragraph. 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 Seller'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.
23.0 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 in writing and is signed by the aggrieved party.
24.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both
parties.
25.0 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
CSC No. 63622
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
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 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 these Standard Terms
and Conditions, and the Seller's Quote.
26.0 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.
27.0 INDEPENDENT CONTRACTOR(S)
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 respondent 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.
28.0 LIABILITY AND INDEMNIFICATION.
28.1 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
AGREES 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 EITHER
PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR
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LOSS TO SELLER'S BUSINESS AND ANY RESULTING LOST PROFITS)
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CA USED BY THE NEGLIGENT ACTS OR
OMISSIONS OR MALFEASANCE OF SELLER, ITS OFFICERS, AGENTS,
SE VANTS OR EMPLOYEES.
28.3 INTELLECTUAL PROPERTY INDEMNIFICATION — 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, trade mark, 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
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 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 and as Buyer's sole remedy, either: (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 authorized 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 to Seller by Buyer, subsequent to which termination Buyer may
seek any and all remedies available to Buyer under law.
29 SEVERABILITY
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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.
30 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.
31 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, (2) delivered by facsimile with electronic
confirmation of the transmission, or (3) received by the other party by United States Mail,
registered, return receipt requested, addressed as follows:
TO BUYER:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trl.
Fort Worth, TX 76102
Facsimile: (817) 392-8654
With copy to Fort Worth City
Attorney's Office at same address
32 NON-DISCRIMINATION
TO SELLER:
Teledyne Instruments, Inc. D/B/A Teledyne
ISM
Sonja Zehl, Sr. Contracts Manaaer
4700 Superior Street
Lincoln, NE 68504
Facsimile:
Seller, for itself, its personal representatives, assigns, subVendors and successors in
interest, as part of the consideration herein, 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
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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 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 as well as 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 RE'OUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In
addition, Seller agrees to obtain and pay, at its own expense, for 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 LINKED TERMS AND CONDITIONS
If the Agreement or any exhibits attached hereto contain a website link to terms and
conditions, the linked terms and conditions located at that website link as of the effective
date of the Agreement shall be the linked terms and conditions referred to in the Agreement.
To the extent that the linked terms and conditions conflict with any provision of either this
Agreement, the provisions contained within this Agreement shall control. If any changes
are made to the linked terms and conditions after the date of the Agreement, such changes
are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate
the exact terms and conditions as of the effective date of the Agreement, all of the linked
terms and conditions are hereby deleted and void.
36 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
13
CSC No. 63622
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
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.
37 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA),
Seller warrants that it and any 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.
38 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 patty's specific reasons for such dispute. Within ten (10) business days of
receipt of the notice, both parties shall make a good faith effort, either through email, mail,
phone conference, in person meetings, or other reasonable means to resolve any claim,
dispute, breach or other matter in question that may arise out of, or in connection with this
Agreement. If the patties 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 patties in accordance
with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. 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.
39 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 2270 of the
14
CSC No. 63622
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. The terms "boycott Israel" and "company" shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing
this contract, Seller certifies 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 contract.
40 PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
Seller acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as
added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly
or partly from public funds of the City with a company with 10 or more full-time employees
unless the contract contains a written verification from the company that it: (1) does not
boycott energy companies; and (2) will not boycott energy companies during the term of the
contract. The terms "boycott energy company" and "company" have the meaning ascribed
to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th
Leg., R.S., S.B. 13, § 2. 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 verification to the City that Seller: (1) does not boycott energy companies; and (2) will
not boycott energy companies during the term of this Agreement.
41 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION,
INDUSTRIES.
Seller acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited
from entering into a contract for goods or services that has a value of $100,000 or more that
is to be paid wholly or partly from public funds of the City with a company with 10 or more
full-time employees unless the contract contains a written verification from the company that
it: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate,"
"firearm entity" and "firearm trade association" have the meaning ascribed to those terms by
Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B.
19, § 1. 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
verification to the City 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.
42 INSURANCE REOUIREMENTS
15
CSC No. 63622
42,1 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 shall be on any vehicle used by Seller, its employees, agents,
representatives in the course of providing services under this Agreement.
"Any vehicle" shall 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 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 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 two (2) years following
completion of services provided. An annual certificate of insurance shall be
submitted to Buyer to evidence coverage.
42.2 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 in respect to the contracted services.
16
CSC No. 63622
(b) The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of Buyer.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction
in limits of coverage shall be provided to Buyer. Ten (10) days' notice shall
be acceptable in the event of 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 same
address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of
A- VII in the current A.M. Best Key Rating Guide, or have reasonably
equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk
Management is required.
(e) Any failure on the part of Buyer to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) 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
CSC No. 63622
exhibit B -
Seller's Quote
a»_.=. vAokiAli 4._ l
Quote #
Date
Bill To Name City of Fort Worth
Prepared By
Billing Address PO Box 870
Email
Fort Worth. TX 76101-0870
US
Est. Shipment
Shipping Company City of Fort Worth
Contact Name
Name
Email
Ship To 920 Fournier Street
Fort Worth. TX 76102-3,191
Credit Terms Net 30 Days
Shipping Terns F.O.B.: Origin PP&A
QUOTATION
000 1896 1 V3
G/26/2025
Hewson Lynch
hewson@ cclynch.com
3-4 Weeks ARO
Kimberly Jutl
I(illl.jL)t(@fOFtWOl-til(exas.gov
fortworthlexas.gov
�r�l�'Ialailh`/ 11�11-hI�iPd'A41��)Y
i11a41 Ill,rdplloilhlnl
Itigbllehrlr
1.00
Isco
1099000208.DSCC 40Z BAG ZCL KB
1.00
Isco
i
601394014 Three-point Sampler Suspension Harness for full-size and compact
non -refrigerated samplers except GLS. For GLS see part number 602954033.
i
Model 934 Nickel -Cadmium Battery. Rechargeable, 12 VDC, 4 amp -hours. For
1.00
Isco
use with ISCO GLS, 3700, 6100, and 6700 Series Portable Samplers; 4200
601684040
;Series flowmeters; and 150 Portable Peristaltic Pump. Recharge using Model
961 or 965 battery charger.
i
Model 913 High Capacity Power Pack. Converts 120 VAC, 50/60 Hz to 12
1.00 Isco
VDC. Includes separate output for charging ISCO batteries. UL and ULC listed
60168408II
For use with ISCO GLS, 3700, 6100, and 6700 Series Portable Samplers;
4200 Series flowmeters; and Signature Portable flowmeters.
1.00 1 Isco
602703011 Retaining Ring 24 350ml glass
1.00 Isco
602954001 GLS Sampler Replacement Controller - Does not include or pump tubing.
1.00 Isco
6029540181 TOP COV ASSY KB
li
1.00 Isco
602954019 Center Section
1.00 Isco
602954033 1 GLS Sampler Suspension Harness
i
j BLZZRD Mobility Kit. Includes frame with lifting handles, pneumatic tires, and
1.00 Isco
602974048
pull handles.
1.00 Isco
603704066 3/8 inch ID CPVC strainer
i
1.00 Isco
Tubing coupler, 3/8 inch. One-piece, clampless coupler made of stainless
i603709002
steel. Can be used with any ISCO sampler.
SPA 762. Ultra Low Flow 1/4-inch Stainless Steel Strainer. This strainer is
1.00
equipped with a single 1/4-inch hole located on the bottom. A 2-inch wide flat
; 605304762
;Isco
plate secures the hole toward the bottom. Dimensions are 3-inches long,
2-inches wide due to flat plate and 1/2-inch high.
SPA 983. PEEK Coupler. This coupler provides connection between 3/8-inch
1.00 Isco
605304983 1 suction line and sampler's pump tubing. It is made from PEEK and is often
i used when sampling for trace metals.
1.00
Isco
Discharge tubing for 5800/4700 and 6700 Series/Avalanche Sampler, pump
6067000471
50 ft.
tubing for 3700 Series, GLS, and Glacier Samplers -
i
1.00
Isco
606700062 1 Pump tubing for 5800/4700 and 6700 Series/Avalanche Sampler - quantity 5
1.00
Isco
1609004367 1 3/8 inch standard weighted polypropylene strainer.
1.00
Isco
1609004433 Kit, GLS CPU Replacement
Ih4t lll�'IdR;
Illdi; ,
$14.00 1 $14.00
i
$101.001 $101.00
$448.001 $448.00
$574.00
$574.00
$275.00$275.00
i
$2,561.00 1 $2,561.00
$281.00':, $281.00
$1,045.001 $1,045.00
$59.00 'i $59.00
$878,001 $878.00
I
$216.00 $216.00
$48.001 $48.00
$250.00 $250.00
I
$782.001 $782.00
$571,001 $571.00
$214.00 1 $214.00
$172.001 $172.00
$1,680.00'i $1,680.00
BLZZRD 2.5 gal (10 liter) Nalgene bottle configuration. Includes two discharge
1.00 Isco
1.00 Isco
II
1.00 f Isco
1.00 Isco
1.00 I Isco
1.00 I Isco
1.00E Isco
1.00 � Isco
1.00 Isco
1.00 Isco
682960022 tubes and adapter.
682964000
683000965
BLZZRD Sampler for AC (120/240Vac) or external DC (12 V) powered
applications, with attached North American AC power cord and 240Vac
adaptor included. Includes two pump tubes, 12 VDC power cable with
heavy-duty battery clips
Model 965 Five -Station Battery Charger with North America 120 VAC power
cord. Powered by 120 or 240 VAC, 50160 Hz (user -switched). UL listed.
Charges five ISCO 9�4 Nickel -Cadmium Batteries, or five ISCO 946 or 947
Lead -Acid Batteries, simultaneously.
5800 Refrigerated Sampler (115 VAC, 60 Hz). Includes control panel,
685800001 refrigeration unit, distributor arm, and two pump tubes. To receive a complete
system you must also order a bottle configuration kit and suction line with
strainer.
$319.00 $319.00
$8,528.00 $8,528.00
$1,699.001 $1,699.00
$9,857.00
24-bottle Configuration for 6700 Series Full-size Portable Sampler. Includes 24
686700006 polypropylene 1-liter bottles with caps, bottle retaining ring, and two discharge $382.00
tubes.
1-Bottle Configuration. Standard Compact Base Portable Sampler only.
686700025 Includes 2.5-gallon (10-11ter) round polyethylene bottle, cap, tube guide, and
two discharge tubes.
6712 Full-size Portable Sampler. Includes controller, top cover, center section,
6867100701 base, distributor arm, and two pump tubes. Does not include bottle
configuration kit.
6712C Compact Portable Sampler. Includes controller, top cover, center
686710071 section, base, distributor arm, and two pump tubes. Does not include bottle
configuration kit.
j 6712FR Refrigerated Sampler (120 VAC, 60 Hz). Includes controller,
686710072 refrigeration unit, distributor arm, and two pump tubes. Does not include bottle
i configuration kit.
692903138 318 inch stainless steel strainer, low flow.
Please address order to:
CC LYNCH & ASSOCIATES, INC.
P.O. Box 836 Pass Christian, MS 39571
800-333-2252 228-452-2563 fax
email: info o cclynch.com
Important:
• Pavment'f erms are NET 30 unless otherwise
negotiated.
• For Credit Card Pavment, add-1-3.750/6 transaction
fee.
Subtotal
Shipping Charges
Grand Total
$353.00
$6,121.00
$6,031.00
$11,596.00
$103.00
$9,857.00
$382.00
$353.00
$6,121.00
$6,031.00
$11,596.00
$103.00
$55,158.00
$1,152.00
$56,310.00
• Sales Tax is not normally quoted due to State & Local
variability. If you require Sales Tax to be included in this
quotation, please contact us.
• If your organization is a tax-exempt entity, please
email or fax your tax-exempt certificate to
admin@cclynch.com or fax to (228) 452-2563. Tax
rates will be based on delivery address of the order.
Terms & Conditions
1.OFFERS, Unless staled otherwise in writing by Seller, all Offers made by Seller shall be valid for a period of no -less -than thirty (30) days from the date of such
Offer. Unless accepted by Buyer within the Offer validity period, Seller reserves the right to withdraw and/or revise Its Offer. The prices offered by Seller apply only to
the specific quantities, specifications, delivery schedules, and terms and conditions set forth in Sellers Offer.
2. ACCEPTANCE. The terms and conditions herein apply to all Offers made by Seller, and all Orders accepted by Seller. Acceptance of Buyer's Order, and any
changes or amendments thereto, is strictly conditioned upon Buyer's assent to Seller's terms and conditions. Unless otherwise agreed upon in writing by a duly
authorized representative of Seiler, Seller objects to, and is not bound by, any terms or conditions that differ from, add to, or modify the terms and conditions herein.
Sellers failure to object to any terms and conditions or any other provisions contained in any communication from Buyer, Including, but not limited to, Buyers Order
and any changes or amendments thereto, does not waive any of the terms and conditions specified herein. Sellers acceptance of Buyers Order or Buyer's receipt of
Goods, whichever occurs first, shall conclusively evidence Buyers unconditional acceptance of these terms and conditions. The terms and conditions herein shall be
applicable whether or not they are attached to or enclosed with Goods and/or Services sold or to be sold hereunder. CSC I V 0 . 63622
3. PRICES. Unless otherwise agreed in writing by a duly authorized representative of Seller, all prices are staled in United Slates Dollars, and all Invoices Issued by
Seller and payments made by Buyer shall be in United Stales Dollars. A minimum Order amount of $50.00 applies to all Orders.
4. PAYMENT TERMS. Subject to Seller approval of Buyer's credit, payment terms for Orders are net thirty (30) days from date of Seller's invoice. All amounts due to
Seller but not paid by Buyer on the due date bear Interest payable at a rate equal to the lesser of (a) one and one-half percent (1.5%) of the outstanding balance per
month, or (b) the maximum Interest rate permitted under applicable law. Interest accrues on past due amounts as of the dale on which such amounts become due until
the dale Seller receives payment from Buyer. Buyer shall also be liable to Seiler for any expenses incidental to collection of past due amounts, including reasonable
attorneys' fees and court costs.
5. TAXES. The amount of any present or future sales, use, excise, Import duly, or other tax applicable to the manufacture, sale, or lease of Goods shall be added to
Seller's invoice and shall be paid by Buyer, unless Buyer provides Seller a valid fax exemption certificate acceptable to the applicable taxing authority.
6. SHIPPING TERMS, TITLE, AND RISK OF LOSS. Unless shown to be otherwise on the face of this Quotation, all domestic shipments shall be delivered F.O.B.
Origin shipping dock in accordance with UCC. Buyer agrees to remit payment to Seller for actual transportation charges or standard shipping and handling charges
per Seller's pre -determined standard fee structures, whichever applies.
7. LIMITED WARRANTY. Seller provides Goods that include a Limited Warranty by the Manufacturer. The specific warranty for a given Good is the one in effect on
date of shipment. This warranty does not apply to any Goods that, upon examination by Seller, are found to have been (a) mishandled, misused, abused, or damaged
by Buyer or Buyer's customer, (b) altered or repaired without Sellers prior written approval, or (c) improperly stored, installed, operated, or maintained in a manner
inconsistent with Seller's Instructions. Limited warranties do not apply to defects attributed to normal wear and tear.
See specific warranty statements from the manufacturers Goods provided herein.
8. GOVERNING LAW AND VENUE. The performance of the Parties, and any judicial or arbitration proceedings, shall be construed and governed in accordance with
the laws of the Stale of Mississippi, United States of America, excepting Its laws and rules relating to conflict of law.
Exhibit C - Conflict of Interest Questionnaire CSC NO. 63622
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
FORM CIQ
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and (lie
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 71h business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An
offense under this section is a misdemeanor.
11 Name of vendor who has a business relationship with local governmental entity.
Not Applicable
❑Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
J Name of local government officer about whom the information is being disclosed.
Name of Officer
11 Describe each employment or other business relationship with the local government officer, or a family member of the
officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIQ as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
Yes 1-1 No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
Yes 1-1 No
Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or rnore.
J
Check box if the vendor has given the local government officer or a family member of the officer one or more gifts
❑
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
07/07/2025
Signature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us
Revised 1/1/2021
CSC No. 63622
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code § 176.0010-a): "Business relationship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an
agency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by, and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any
gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity; or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.elhics.state.ix.us Revised 1/1/2021
CSC No. 63622
FORT WORTH.:..
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
Instructions: Fill out the entire form with detailed information. Once you have completed this form,
provide it to the Purchasing attorneys for review. The attorneys will review the information you
have provided to determine whether an exemption to Chapter 252's bidding requirements is
defensible. Failure to provide sufficient information may result in follow up questions and cause a
delay in the attorney's determination.
Section 1: General Information
Requesting Department:
Name of Contract Manager:
Departmental Attorney:
Item or Service sought:
Goods:
Service:
Anticipated Amount:
Vendor:
Current/Prior Agreement for item/service:
CSC or Purchase Order #:
Amount:
Projected M&C Date:
Water Department
Kimberly Jutt
Andrea Phillips / Jessika Williams
Sampling Equipment
0
0
$95,000
Teledyne ISCO a unit of Teledyne Instruments, Inc
Yes
CSC# 55781
$95,000
N/A
How will this item or service be used? The department will purchase Teledyne ISCO
portable samplers, full-size portable samplers, sampler batteries, and replacement pants to
support its enforcement of federal and state wastewater discharge regulations within the City's
sanitary system. These sampling units monitor wastewater streams to ensure industrial by-
products do not exceed limits set by the Environmental Protection Agency (EPA) and the Texas
Commission on Environmental Quality (TCEQ).
Page 1 of 6
CSC No. 63622
Has your department started a requisition or otherwise contacted the Purchasing Division related
to obtaining this good/service? Yes ❑ No x❑
If yes, please provide requisition number or brief explanation of contact with
Purchasing Division: t h(k m I,1111wir, k) ('111('1 lod.
Section 2: Claimed Exemption and Justification (Other than sole source)
NOTE: For sole -source exemption requests, complete Section 3.
Please indicate the non -sole -source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer (starting on page 5)
for detailed information about common exemptions:
❑— A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth's residents;
❑ A procurement necessary because of unforeseen damage to public machinery,
equipment, or other property;
❑ A procurement for personal, professional. or planning services;
❑ A procurement for work that is perlornled and paid for by the clay as the work
progresses:
❑ A purchase of land or a right-of-way:.
❑ Paving drainage. street widening, and other public improvements, or related matters, if
at least one-thircl of the cost is to be paid by or through special assessments levied on
property that will benefit from the inlprovenlcnts;
❑ A public improvement project already in progress, authorized by the voters of the
municipality, for which there is a deliciency of funds for completing the project in
accordance with the plans and purposes authorized by the voters:
❑ A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C, Chapter 212;
❑ Personal properly sold:
• at an auction by a stale llCenSed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17. Iusiness & Commerce Code;
• by a political subdivision of this state, a state agency of this slate, or an
entity of the federal government; or
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• uncicr an intcrlocal conU•act for cooperativC purchasing M1I111111StCrCd by a
regional planning conlnlission established uncicr Chapter 391:
❑ Services perlormed by blind or severely disabled persons:
❑ Goods purchased by a municipality for Subsequent retail sale by the InUlllClpahty:
❑ llectricity: or
❑ Ack,crtising. other than legal notices.
Please provide details and facts to explain why you believe the exemption applies to the
purchase. You may also attach documentation to this form. The department uses the above
sampling equipment to sample the wastewater streams in the sewer system to ensure no byproduct of
an industry' s process exceeds the guidelines that are set by the EPA and TCEQ. Sampling units are
placed in the sewer system at many points- of -entry throughout the City and surrounding Customer
cities. We currently have 300 locations, 180 Regulated Industries and we perform close to 6000 samples
each year. This is a necessary process to preserve and protect the health and safety of the citizens of
Fort Worth. Monitoring helps detect harmful wastewater discharges that could damage the sewer
system, endanger public health, and harm the environment. Discharges from Significant Industrial Users
(SIUs) can contaminate air, water, and soil, posing serious risks to wildlife and human health.
Contaminated water sources can lead to fish kills and the spread of diseases such as hepatitis A,
dysentery, cholera, and gastroenteritis. The purchase of these parts is necessary to allow the City to
continue to provide this service.
Section 3: Claimed Sole -Source Exemotion and Justification
NOTE: For all non -sole -source exemption requests, complete Section 2.
Please indicate the sole -source exemption you believe applies to the purchase and provide
information to support its applicability. Please refer to the Exemption Primer (starting on page 5)
for detailed information about common exemptions:
❑ items that arc available front only one source because of patents, copyrights, secret
processes. or natural monopolies:
❑ films, manuscripts. or bool<s:
❑ gas, water, and other utility services:
❑ captive replacement parts or components for equipment:
❑ books, papers. and other library materials for a public library that are available only from
the persons holding exclusive distribution rights to the materials; and
❑ managenlcni services provided by a I10111)1.01lt orgal117_a6011 t0 a municipal museum. park.
zoo, or other facility to which the organization has provicicd significant financial or other
benefits:
How did you determine that the item or service is only available from one source?
r h( 1, m 1,11) I(('rr iu r1111'1 h , I.
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Attach screenshots and provide an explanation of any independent research you conducted,
through internet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
( h(1: u1 1,11) In,lr In r'nlf'i 1(-J.
Did you attach a sole source justification letter? ❑ Yes ❑ No
Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.).
1,11) 11('1 (• h) ollh'1 If'; i
Section 4: Attornev Determination
With the facts provided by the department, is the use of the claimed exemption defensible if the
City were to be challenged on this purchase? ❑x Yes ❑No.
Was there anything attached to this form that was relied on in making this determination?
El Yes ONo.
If yes, please explain:, Ii, 1 1 111 l,1 j,
Was there anything not included on this form or attached hereto that was relied on in making this
determination? ❑Yes ❑XNo.
If yes, please explain:� iid: ;,m 11,,, ili, , ;
Approved By:
Date: 4/2/25
Andrea Phillips / Jessika Williams
Assistant City Attorney
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EXEMPTION FORM PRIMER
Below are explanations and examples of common exemptions that could apply to City purchases.
If you have questions about the information provided or need additional information, please
contact your department's assigned attorney or the appropriate purchasing attorney.
PUBLIC HEALTH & SAFETY - A procurement necessary to preserve or protect the
public health or safety of the municipality's residents;
Examples ofactivities that have been linnul to fall within this exception include ambulance
services; solid waste collection and disposal: and first -responder safety equipment such as
breathing apparatus for firefighters and bullet-proof vests for police officers.
UNFORESEEN DAMAGES - A procurement necessary because of unforeseen damage
to public machinery, equipment, or other property;
Examples of this type of procurement would include repairing or replacing roofs and
windows damaged by hail or a tornado. But parts and services for routine maintenance or
replacement of old, \worn out roofs or Windows would not meet this exception.
PERSONAL, PROFESSIONAL, OR PLANNING SERVICES
Personal services are ones that are unique to the individual providing them. 'Therefore,
personal services contract cannot generally be subcontracted or assigned.
Professional services are not defined under Chapter 252, so there is no precise definition
to follow. While there is no universal definition of this term, "several cases suggest that
[these types of services are] `predominately mental or intellectual, rather than physical or
manual."' Tex. Atty Gen Op. W-940 (1988) (quoling A4rn.v1anc1 Casuall'v Co. v. Crag
Weiler CO., 160 S.W. 2d 102 (Tex. Civ. App.—Eastland 1942. no writ). The Texas
Attorney General has also opined that "professional services" no longer includes only the
services of lawyers, physicians, or theologians, but also those members of disciplines
requiring special knowledge or attainment and a high order of learning, skill, and
intelligence. W.
Facts neecled to support a professional service exemption include the specialized
requirements of that profession and the mental and intellectual skill required by the person
\vhile performing the service. Purchases of goods are not professional services.
SOLE SOURCE — A procurement for items available only from one source
This exemption is commonly referred to as the sole source exemption. The [,let that the
vendor in question has the best price or can meet our timing needs does not make a purchase
ofa good or service available from only one source. A sole source does not exist solely on
the basis oi'personal or deparUnental preference or a desire to keep all units the same brand
or make. The information needed to support this exemption is documentation showing that
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no other provider can provide the service or category of'good except 1101- the vendor you
are proposing. Some examples of Sole Source purchases include (i) service agreements
when only one vendor is authorized to work on the equipment by the manutachu'er and
allowing another vendor would void the warranty and (ii) purchase of a good that is
copyrighted or trademarked and only provided by one vendor.
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