HomeMy WebLinkAboutContract 64082CSC No. 64082
FORT WORTH®
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the Milestone Inc. ("Seller") and the CI TY OF FORT WORTH ("City"), a Texas home-rule
municipal corporation, each individually referred to as a "party" and collectively referred to as the "paiiies."
1.Scope of Services. Vendor will provide a Microwave Digestion System, parts, software,
installation, and extended warranty on parts and labor ("Services"), which are set forth in more detail in
Exhibit "A"-Scope of Services, attached hereto and incorporated herein for all purposes. In the event of
a conflict between the terms of this Agreement and the attached exhibits, the term of this Agreement shall
control.
2.Term. This Agreement begins on October 9, 2025 ("Effective Date") and expires on
October 8, 2026, ("Expiration Date"), unless terminated earlier in accordance with this Agreement.
3.Compensation.
3.1 Total compensation under this Agreement will not exceed sixty-eight thousand
eight lmndred sixty-six dollars and zero cents ($68,866.00).
3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and the provisions of this Agreement, including Exhibit "A"
Payment Schedule, which is attached hereto and incorporated herein for all purposes.
3.3 Vendor will not perform any additional services or bill for expenses incurred for
City not specified by this Agreement unless City requests and approves in writing the additional
costs for such services. City will not be liable for any additional expenses of Vendor not specified
by this Agreement unless City first approves such expenses in writing.
4.Termination.
4.1. Written Notice. 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 Non-Appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
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the effective date of termination and Vendor will continue to provide City with sei•vices requested
by City and in accoi•dance with this Agreement up to the effective date of tei•mination. Upon
termination of this Agt•eement for any i•eason, Vendor will provide City with copies of all
completed or partially completed documents pt•epared under this Agreement. In the event Vendor
has received access to City Information or data as a i•equirement to perform services hereunder,
Vendor will return all City-pi•ovided data to City in a machine-readable format o�• other foi•mat
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
undei• this Agreement. In the event that any conflicts of intei•est arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendoi•, foi• itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a govei•nment entity under the laws of the State of
Texas and all records held or maintained for City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for infoimation marked Coniidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure to the Texas Attoiney General. A determination on whether such reasons are sufficient
will not be decided by City, but by the Office of the Attor•ney General of the State of Texas or by a
court of competent jurisdiction.
5.4 Unauthorized Access. Vendor must stor•e and maintain City Info�mation in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised, in which event,
Vendor will, in good faith, use all commercially i•easonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information fi•om further unauthorized disclosure.
6. Ri�ht to Audit. Vendor agrees that City will, until the expiration of tlu•ee (3) years after
final payment under this Agreement, or the fnal conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
pape�•s and records, including, but not limited to, all electi•onic records of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in ot•der to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will opet•ate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative oi• employee of City. Subject to and in accordance with the conditions and
pi•ovisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officei•s, agents, servants,
employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of ��espo�adeat sarperior
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will not apply as between City, its officecs, agents, servants and employees, and Vendor, its officers, agents,
employees, se�•vants, contractors, and subcontractoi•s. Vendoi• fiirther agrees that nothing herein will be
construed as the creation of a pa�•tnership or joint entei•prise between City and Vendoi•. It is furthei•
understood that City will in no way be considered a co-employer or a joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractois. Neither Vendor, nor any officers,
agents, seivants, employees, contractoi•s, or subcontcactors of Vendor will be entitled to any employment
benefits fi�om City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, oi• contractot•s.
8. Liabilitv and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, I3UT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED
BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COT�ENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATI i�ES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST
ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO
ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS
OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPRSENTATIVES,
SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES
TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR
ACTIONAGAINST CITYFOR INFRINGEMENT OFANYPATENT, COPYRIGHT, TRADE
MARIC, TRADE SECRET, OR SIMILAR PROPERTYRIGHTARISING FROM CITY'S USE
OF THE SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS
AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND,
SETTLE OR PAY WILL NOTAPPLYIF CITYMODIFIES OR MISUSES THE SOFTWARE
AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE
OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS
SECTION, VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OFANY
SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR
COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER,
CITY WILL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH
SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S
INTEREST, AND CITYAGREES TO COOPERATE WITH VENDOR INDOING 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 ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND
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TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, VENDOR WILL FULLY
PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR
ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTENNOTICE OFANYSUCH
CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITY MAY RECEI i�E RELATING
THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF
PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO
INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTW�IRE 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 MATERIALLYADVERSELY 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
MATERIALL Y AD VERSEL Y AFFECT CITY'S A UTHORIZED USE OF THE SOFTWARE
AND/OR DOCUMENTATION; OR (C) REPLACE THE SOFTWARE AND
DOCUMENTATION WITH EQUALLYSUITABLE, COMPATIBLE, AND FUNCTIONALLY
EQUIi�ALENT NON-INFRINGING SOFTWARE AND DOCUMENTATION AT NO
ADDITIONAL CHARGE TO CITY; OR (D) IF NONE OF THE FOREGOING
ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS
AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY,
SUBSEQUENT TO WHICH TERMINATION CITYMAYSEEKANYANDALL REMEDIES
AVAILABLE TO CITY UNDER LAW.
9. Assi�nment and Subcontractin�.
9.1 Assi n� ment• Vendor will not assign or subconti•act any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor and Assignee will be jointly liable for all obligations of Vendor under this Agreement prior
to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a wr•itten agreement with Vendor referencing this Agreement under which subconti•actor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must pi•ovide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendoi• must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that ar•e to be in effect prior to commencement
of any Seivices 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:
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$1,000,000 - Each occurrence on a combined single limit basis
Covei•age 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) Pi•ofessional Liability (Eri•ors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability covei•age 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 cet•tificate of insurance must be submitted to City to evidence coverage.
10.2 General Requit•ements
(a) The commercial genet•al liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officei•s, 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 ot• 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
Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
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(e) Any failu►•e on the pai•t of City to request �•equii•ed insurance
documentation will not constitute a waivei• of the insurance i•equii•ement.
(� Certificates of Insurance evidencing that Vendor has obtained all required
instu�ance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Comnliance with Laws, Ordinances, Rules and Re�ulations. Vendor agi•ees that in the
performance of its obligations hereundei•, it will comply with all applicable fede►•al, state and local laws,
o�•dinances, i•ules and regulations and that any work it pi•oduces in connection with tliis Agreement will also
comply with all applicable fedei•al, state and local laws, ordinances, t•ules and regulations. If City notifies
Vendoi• of any violation of such laws, ordinances, i•ules or regulations, Vendoi• must immediately desist
fi•om and correct the violation.
12. Non-Discrimination Covenant. Vendoi•, for itself, its personal rept•esentatives, assigns,
contractors, subconh�actoi•s, and successors in intei•est, as pai�t of the considei•ation het•ein, agrees that in the
performance of Vendor's duties and obligations hereundei•, it will not discriminate in the treatment oi•
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEG�D VIOLATION OF THIS NON-DISCRIMINATION COV�NANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND D�FEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices requii•ed pursuant to the provisions of this Agreement will be
conclusively determined to have been delivei•ed when (1) hand-delivered to the other party, its agents,
employees, servants or representatives or (2) received by the other party by United States Mail, registei•ed,
return receipt requested, addressed as follows:
To CITY:
City of Foirt Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
To VENDOR:
Milestone Inc.
Jessica Rodrigues, National Sales Coordinator
25 Controls Drive
Shelton, CT 06484
With copy to the Fort Worth City Attorney's Office
at the same address
14. Solicitation of Emnlovees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any peison who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is undeistood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
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16. No Waiver. The failure of City or Vendor to insist upon the perfoi•mance of any term or
provision of this Agreement or to exercise any right granted he�•ein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate perfo�mance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, wllether i•eal oi• asserted, at law or in equity, is brought put•suant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Majeure. City and Vendor will exei•cise theit• best efforts to meet theii• respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in perfoi•mance due to force majeure ot• other causes beyond their reasonable conti•ol, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; str•ikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any couirt, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the party whose
performance is affected (collectively, "Force Majeure EvenY'). The performance of any such obligation is
suspended during the pei•iod of, and only to the extent of, such prevention o�• 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 i•easonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance the notice section of this Agreement.
20. Headin�s Not Controllin�. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a pai�t of this Agi•eement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of consti•uction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement, including the attached exhibits.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Entiretv of A�reement. This Agreement, including the attached exhibits, contains the
entire understanding and agreement between City and Vendor, their assigns and successors in interest, as
to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
countei•part will, for all puiposes, be deemed an oi•iginal, but all such counterparts will together constitute
one and the same instrument.
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25. Wai•ranty of Services. Vendoi• warrants that its seivices will be of a high quality and
conform to generally prevailing industi•y standards. City must give wi•itten notice of any bi•each of this
warl•anty within thi��ty (30) days fi•om the date that the sei•vices are completed. In such event, at Vendoi•'s
option, Vendor will either (a) use commercially reasonable effo�•ts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
26. Immi�ration and Nationalitv Act. Vendor must verify the identity and employment
eligibility of its employees who perfoi•m wot•k undei• this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate pi•ocedures
and controls so that no services will be performed by any Vendor employee wllo is not legally eligible to
perfoi•m such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DU� TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AG�NTS. City, upon written notice to Vendor, will have the i•ight to immediately terminate this Agreement
foi• violations of this provision by Vendor.
27. Ownershin 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"). Fui�ther, City
will be the sole and exclusive owner of all copyright, patent, trademark, trade sec�•et and other proprietary
rights in and to the Work Product. Ownership of the Work Pi•oduct will inui•e to the benefit of City fi�om
the date of conception, creation oi• fixation of the Work Product in a tangible medium of expression
(whichever occuis 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 considei•ed a"work-made-for-hire" within the meaning of the Copyi•ight
Act of 1976, as amended, Vendor hei•eby 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 proprietai•y rights thei•ein, that City may have or obtain, without further consideration, fi•ee
fi•om any claim, lien for balance due, or rights of retention thereto on the pai�t of City.
28. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authoi•ity to execute this Agi•eement on behalf of the respective party, and that such binding
authority has been granted by pi•oper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
29. Change in ComAanv Name or Ownershin. Vendor must notify City's Pui•chasing
Manager, in writing, of a company name, ownership, or addr•ess change fot• 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
resolution approving the action, ol• an executed merger or acquisition agreement. Failure to pt•ovide the
specified documentation may adversely impact invoice payments.
30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
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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 Israe] during the term of this Agreement. The terms "boycott
Israel" and "company" have the meanings ascribed to those terms in Chapter 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 dui•ing
the term of the Agreement.
31. Prohibition on Boycottin� Ener�y Comnanies. If Vendor has fewer than 10 employees
o►• this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Govermnent Code, the City is prohibited fi•om 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 fi•om
public funds of t11e City with a company with 10 oi• more full-time employees unless the contract contains
a written verification from the Vendor that it: (1) does not boycott eneigy companies; and (2) will not
boycott energy companies dui•ing 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
Vendoi•'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.
32. Prohibition on Discrimination A�ainst 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 fi•om public funds of the City with a company with 10 or more
full-time employees unless the contract contains a written verification fi•om the Vendor that it: (1) does not
have a practice, policy, guidance, or directive that discriminates against a firearm entity or fii•earm ti•ade
association; and (2) will not discriminate during the term of this Agreement against a fireat•m entity or
fii•earm tt•ade 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 oi• firearm trade association during the term of this Agreement.
33. Prohibition on Certain Contracts Involvin� Critical Infrastructure. If, by this
Agreement, the Vendor will be granted direct oi• remote access to or control of cr•itical infrasti•ucture in this
state, as defined by Tex. Gov't Code § 2275.0101(2), excluding access specifically allowed by the City for
product warranty and support services, then Vendor verifies that it, a majority of its stock, or other
ownership interest, is not owned or controlled by (a) individuals who are citizens of China, Iran, Noi•th
Korea, Russia, or other country designated by the Governor of Texas in accordance with Tex. Gov't Code
§ 2275.0103 ("Prohibited Countries"); (b) a company or other entity, including a govei•nmental entity,
owned or controlled by citizens of ot• directly controlled by the government of a Prohibited Country; and
(c) it is not headquartered in a Prohibited Country. These prohibitions apply whether the Vendor or its
parent company's securities are publicly traded, or the Vendor or its parent company is listed on a public
stock exchange as a company of a Prohibited Count�•y. To the extent that Chapter 2275 of the Texas
Government Code is applicable to this Agreement, by signing this Agreement, if this Agreement
provides Vendor with direct or remote access to or control of critical infrastructure in this state,
excepting the afoi•ementioned exclusion, then Vendor certi�es its signature provides written
verification to the City that Vendor is not owned by, or has a majority of its stock or other controlling
interest, and is not owned or controlled by individuals, a company, or other entity, including a
governmental entity, or headquartered in a Prohibited Country at the time of signing and throughout
the term of this Agreement.
Vendor Seivices Agreement Page 9 of 10
34.Electronic Signatures. This Agreement may be executed by electronic signature, whichwill 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 pdffile or facsimile transmission) ofan original signature, or signatures electronically inse1ted via software such as Adobe Sign.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
By:� Name: Jesica McEacbern Title: Assistant City Manager
Date: 10/07/2025
VENDOR: Milestone Inc.:
By: Nam Title: National Sales
Date: IOI, l&J>a.S-J I
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
�u�4-1.By: c�arder(oct1,2517:10:45cor) Name: [christopher Harder, P.E. j Title: Water Department Director
Attest:
By: rk� Name: Jannette Goodall Title: City Secretary
Contract Authorization:
M&C: NIA
Date M&C Approved: Not Required
Form 1295: NIA
Vendor Services Agreement
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: ��� W�Jt-Name: Pattyean ilson Title: Contract Services Administrator
Approved as to Form and Legality:
By: Name: Steve M. Hines Title: Senior Assistant City Attorney
Page JO of 10
MILESTONE Milestone Inc
25 Controls Drive
�, Shelton, CT 06484
� (866) 995-5100
orders@milestonesci.com
Prepared For:
City of Fort Worth
Centralized Water & Wastewater Laboratory
2600 SE Loop 820
Fort Worth, TX 76140
Quote #:
Date:
Expires On:
A - Instrument
Qty Product Code
1 49020-ET0002
EXHIBIT A
Katrina Nwinye
(817)551-6401
katrina.nwinye@fortworthtexas.gov
Fielping Chemists
Q-12574-2 Sales Representative: Jimmie Webster
9/10/2025 Sales Representative Mobile:
10/31 /2025
Description Unit Price Extended
ETHOS UP High Performance Microwave Digestion System with 660 Full Color Touch $25,500.00 $25,500.00
Screen Controller 8� EasyCONTROL Software
Features Include:
• EasyTEMP 2 direct contact-less temperature control in all vessels for MAXI44
• Solid 18/8 stainless steel cabinet for maximum safety
• 18/8 stainless steel cavity, coated with 5 layers of PTFE applied at 350°C. Guaranteed
against corrosion for 5 years
• 70.5L Microwave Cavity
• Self-resealing pressure responsive door
• Built in exhaust unit for fast vessel cooling located at rear of the cavity
• Dual magnetron system with rotating diffuser for homogeneous microwave distribution in
the cavity
• Two 950 Watt rated magnetrons, for a total of 1900 Watts
• Continuous and PID-controlled microwave emission at all power levels
• Internal video camera for constant run monitoring
• Weight: ca. 84kg
• Overall instrument dimensions: 54 x 64 x(69)H cm
• Power: 230 V/60 Hz, 3.5 kWatt
660 Full Color Touch Screen Controller with Easy CONTROL Software
• 6.5" screen with 64,000 colors
• VGA resolution 640x480 for sharp process graphics
• 5 USB ports, 1 RS232 port, 1 LAN port, 2 video ports
•"Easy-Control" Software allows the user to edit, save, and run a virtually unlimited number
of inethods
• Methods and runs saved on PC-compatible USB pen-drive
A - Instrument TOTAL: � $25,500.00
C - Rotor Body
Qty Product Code
1 MAXI44
Description
MAXI-44 High Throughput Rotor (w 44 vessels complete)
Includes:
• All vessels have an automatic pressure relief valve
• Vessel covers and liners are made of TFM
• 100 mL, 35 bar max. pressure
• Maximum operating temperature: 300°C
Unit Price Extended
$17,900.00 $17,900.00
C- Rotor Body TOTAL: �$17,900.00
H - Parts
Qty Product Code
1 ECAP100
Description
easyCAP automatic capping station for MAXI vessels
�'nYe'�'' •� �:����i"�� Microwave Digestion I Mercury I Clean Chemistry I Extraction
��-- — -
Unit Price Extended
$5,950.00 $5,950.00
H - Parts TOTAL: $5,950.00
I Ashing I Synthesis
L - Warranty
Qty Product Code Description Unit Price Extended
1 MTCEW-X- One Year Original Faciory Warranty. Valid for 12 monihs from the date of installation but no Included $0.00
ETHOS longer than 13 months from ship date
L - Warranty TOTAL: � $0.00
M - Extended Warranty
Qty Product Code Description
4 MTCEW12- Extended Warranty for Ethos UP One Year Miles-Care Extended Warranty. Extension of the
Ethos UP standard factory warranty for an additional year. Miles-Care to include all travel, parts & labor,
priority in service scheduling and one preventative maintenance visit.
For complete details, please refer to our Terms & Conditions.
A discount of 8% is available at time of initial system purchase only.
Unit Price Extended
$4,950.00 $18,216.00
M - Extended Warranty TOTAL: $18,216.00
N - Install
Qty Product Code Description Unit Price Extended
1 INSTALL-Ethos Instrument and software familiarization plus basic operator training (includes travel and $1,300.00 $1,300.00
expenses).
N - Install TOTAL: $1,300.00
TOTAL PACKAGE PRICE: $68,866.00
Additional Options:
Optional: J - Transformers
Qty Product Code Description Unit Price Extended
Price
1 BB-99 Buck-boost transformer to step up 208VAC to 230VAC. Supplied with NEMA 6-15 plug. This $545.00 $545.00
option is "plug and play" and can be user installed as necessary.
•' :7+i, Microwave Digestion I Mercury I Clean Chemistry I Extraction I Ashing I Synthesis I
General Sales Conditions
Orders: Please email orders to: orders@milestonesci.com
Shipping: All orders are subject to shipping and handling charges.
Shipping Terms: Prices FOB Shelton, CT.
If a 3rd party carrier is preferred, please detail this on the Purchase Order and indicate freight collect terms.
Delivery: 6-8 weeks from receipt of order.
Warranty: 12 months from date of installation but no longer than 13 months from ship date.
Payment Terms: Net 30 from date of shipment (subject to credit approval).
Taxes: Unless specifically listed, all prices are quoted excluded of any sales, excise, use, or similar tax. The amount of tax
applicable is the buyer's responsibility.
Validity of the offer: 51 days.
Buyer represents that the purchased equipment will only be used for legal purposes.
Buyer agrees to indemnify and hold Seller harmless for any liability incurred as a result of any illegal or improper use of
the equipment.
Milestone, Inc.
•� ^�o�� Microwave Digestion I Mercury I Clean Chemistry I Extraction I Ashing I Synthesis I
F�ORT WORTHo
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Mi�estone, �nc.
Subject of the Agreement: Vendor will provide a Microwave Digestion System, parts, software,
installation, and extended warranty on parts and labor for the Water Department Centralized Laboratory Division.
M&C Approved by the Council? * Yes ❑ No �
If so, the M&C n7usl be attached to the co»h�act.
Is this an Amendment to an Existing contract? Yes ❑ No 8
If so, proi�ide the o��iginal conh�act nzm�ber anc� the nmendmenf ntmaber.
Is the Contract "Permanent"? *Yes ❑ No �
If zrnsan�e, see back page fo�� perntanent cont��act listing.
Is this entire contract Confidential? YYes ❑ No � If only specific informatiort is
Confrdential, please list ��hnt information is Confrdentinl a�d the pnge it is located.
Effective Date: 10-9-25 Expiration Date: 10-8-26
If d�erent fi�o�n the app�•oval da1e. If npplic�rble.
Is a 1295 Form required? * Yes ❑ No �
'�If so, please ensin•e it is attached to the approving M&C or attached to the contract.
Project Number: Ifapplicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 8 No ❑
Contracts need to be routed for CSO processin� in the followin o�
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
�`Indreates the informntion is reqzrired and rf the info�•mation is not p��ovided, the conh�nct ti>>ill be
��etzn•ned to the department.