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HomeMy WebLinkAbout064430 - General - Contract - Trojan Technologies CorpCity Secretary Contract No. 64430 y. FORT WORTH. 0411, VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, and TROJAN TECHNOLOGIES CORP ("Vendor"), each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services. Vendor will provide City with industrial filtering and purification of water on an as -needed basis ("Services"), as set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. The initial term of this Agreement is for 1 year, beginning on the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal option(s) (each a "Renewal Term"). 3. Compensation. 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," which is attached hereto and incorporated herein for all purposes. Total annual compensation under this Agreement will be in an amount up to Sixty -Three Thousand Five Hundred Seventy -Seven Dollars ($63,577.00). 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 parry 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 ofthe Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Contract No. partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City provided data to City in a machine-readable format or other format 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 under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for 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 parry without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information 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 reasonable 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 from further unauthorized disclosure. 6. Rieht to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of 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 order 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 operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions 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 officers, agents, servants, employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be City Secretary Contract No. construed as the creation of a partnership or joint enterprise between City and Vendor. It is further 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 subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from 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, contractors, or contractors. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. None of Vendor, its successors -in -interest, assignees, affiliates, directors, officers, and employees will be liable to the City, successors -in -interest, assignees, affiliates, directors, officers, and employees under any circumstances for any special, treble, incidental, or consequential damages, including without limitation, damage to or loss of property other than for the Services purchased hereunder; damages incurred in installation, repair, or replacement, lost profits, revenue, or opportunity; loss of use, losses resulting from or related to downtime of the Services or inaccurate measurements or reporting, the cost of substitute Services; or claims of Vendor's customers for such damages. The total liability of Vendor, its successors -in -interest, assignees, affiliates, directors, officers, and employees arising out of the performance or nonperformance hereunder, or Vendor's obligations in connection with the design, manufacture, sale, delivery, and/or use of Services, will in no circumstance exceed the amount actually paid to Vendor for Services delivered here under. 8.2 GENERAL INDEMNIFICATION -VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS, SERVANTSAND EMPLOYEES, FROMAND AGAINSTANYAND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE PROPORTIONAL EXTENT CA USED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, 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 action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this City Secretary Contract No. Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City 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 City Secretary Contract No. restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non -infringing software and/or 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 City may seek any and all remedies available to City under law. Assienment and Subcontracting. 9.1 Assi n� Vendor will not assign or subcontract 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 will be 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 written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired, or non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act City Secretary Contract No. 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 must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City 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 City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also City Secretary Contract No. comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To VENDOR: Trojan Technologies Lou Mattera, Aftermarket Sales Manager 839 State Rte. 13 Cortland, NY 13045-5630 Facsimile: 607-75 8-4526 14. Solicitation of Employees. 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 person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. 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 understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant 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. City Secretary Contract No. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headinas not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, 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 parry and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting parry will not be employed in the interpretation of this Agreement or its Exhibit(s). 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 parry. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that the Services furnished hereunder will be free from defects in workmanship for a period of ninety (90) days from the completion of the Services. Parts provided by Vendor in the performance of Services may be new or refurbished parts functioning equivalent to new parts. Any non-functioning parts that are repaired by Vendor shall become the property of Vendor. No warranties are extended to consumable items such as, without limitation, light bulbs, and for normal wear and tear. All Services shall be of high quality and conform to generally prevailing industry standards. All other guarantees, warranties, conditions and representations, either express or implied, whether arising under any statute, law, commercial usage or otherwise, including implied warranties of merchantability and fitness for a particular purpose, are hereby excluded. The sole remedy for Service not meeting this warranty is replacement, credit or refund of the purchase price, as determined by Vendor in its sole discretion. This remedy will not be deemed to have failed of its essential purpose so long as Subcontractor is willing to promptly provide such rework, credit or refund. Any warranty hereunder or performance guarantees shall only be enforceable if (a) all equipment is properly installed, inspected regularly, and is in good working City Secretary Contract No. order, (b) all operations are consistent with Subcontractor recommendations, (c) operating conditions at the installation site have not materially changed and remain within anticipated specifications, and (d) no reasonably unforeseeable circumstances exist or arise. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor 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 procedures City Secretary Contract No. and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. A. Proprietary Information and Privacy. "Proprietary Information" means any information, technical data, or know-how in whatever form, whether documented, contained in machine readable or physical components, mask works or artwork, or otherwise, which Vendor considers and identifies as being proprietary, including but not limited to service and maintenance manuals. The City and its employees, and agents will keep confidential all such Proprietary Information obtained directly or indirectly from Vendor and will not transfer or disclose it without Vendor's prior written consent, or use it for the manufacture, procurement, servicing, or calibration of products or any similar products, or cause such products to be manufactured, serviced, or calibrated by or procured from any other source, or reproduce or otherwise appropriate it. All such Proprietary Information remains Vendor 's property. No right or license is granted to City or its customers, employees or agents, expressly or by implication, with respect to the Proprietary Information or any patent right or other proprietary right of Vendor , except for the limited use licenses implied by law. In respect of personal data supplied by City to Vendor, City warrants that is duly authorized to submit and disclose these data, including but not limited to obtaining data subjects' informed consent. Vendor will manage City's information and personal data in accordance with its Privacy Policy, a copy of which is available to City upon request. In respect of other data and information that Vendor may receive in connection with City's use of the products including without limitation data that are captured by the products and transmitted to Vendor, City hereby grants Vendor a non-exclusive, worldwide, royalty -free, perpetual, non -revocable license to use, compile, distribute, display, store, process, reproduce, or create derivative works of such data as needed for product operation and maintenance, and to aggregate such data for use in an anonymous manner, solely to facilitate marketing, sales and research & development activities of Vendor and its affiliates. B. Software and Intellectual Property. All licenses to Vendor 's separately provided software products are subject to the separate software license agreement(s) accompanying the software media. In the absence of such express licenses and for all other software, Vendor grants City only a personal, non-exclusive license to access and use the software provided by Vendor with Products purchased hereunder solely as necessary for City to enjoy the benefit of the products. A portion of the software may contain or consist of open source software, which City may use under the terms and conditions of the specific license under which the open source software is distributed. City agrees that it will be bound by all such license agreements. Title to software remains with the applicable licensor(s). All Vendor contributions to the products, the results of the services, and any other work designed or provided by Vendor hereunder may contain or result in statutory and non -statutory Intellectual Property, including but not limited to patentable subject matter or trade secrets; and all such Intellectual Property remains the sole property of Vendor; and City shall not disclose (except to the extent inherently necessary during any resale of products sold hereunder), disassemble, decompile, or any results of the Services, or any products, or otherwise attempt to learn the underlying processes, source code, structure, algorithms, or ideas. C. Texas Public Information Act Acknowledgement. Notwithstanding any other provision of this Agreement, the Parties acknowledge that the City is required to comply with the Texas Public Information Act ("TPIA") (Tex. Gov't Code § § 552.001, et seq.) when responding to records requests made under the TPIA. Pursuant to the requirements of the TPIA, if the City receives a request for information which the Vendor has marked or identified as being confidential, trade secret, commercial, financial or proprietary information, the City will respond to the request in accordance with the procedures set forth in the TPIA. Specifically, the City will notify the Vendor of its receipt of the request. The Parties acknowledge that the TPIA requires a brief to be submitted to the Texas Attorney General explaining why City Secretary Contract No. any claimed exceptions apply to the information requested. The City shall not be obligated to submit the brief supporting those claimed exceptions. The Vendor shall be solely responsible for submitting the brief and the documents in issue to the Attorney General. Nothing in this agreement shall require the City to institute or participate in any litigation relating to an opens records request for information that the Vendor considers to be confidential. 27. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Company Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. 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 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on Boycotting Energv Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, 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 City Secretary Contract No. a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, 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. 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 City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. Prohibition on Certain Contracts Involving Critical Infrastructure. If, by this Agreement, the Vendor will be granted direct or remote access to or control of critical infrastructure 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, North 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 governmental entity, owned or controlled by citizens of or 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 Country. 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 aforementioned exclusion, then Vendor certifies 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 for 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. 33. Electronic Sitnatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 34. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Name: Title: Date: � Jesica McEachem Assistant City Manager 12/08/2025 APPROVAL RECOMMENDED: f By. _ Name: CG1UiPR4Ma4r (Dec 3, 2025 07:27:06 CST) Title: Water Director ATTEST: 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: Shata a Be land (Dec 2, 202517:24:11 CST) Name: Shatabya Bergland Title: Contract Compliance Specialist APPROVED AS TO FORM AND LEGALITY: ' l;�iaet'UJ� By: Douglas Black (Dec 3, 2025 18:03:27 CST) Name: Doug Black Title: Sr.Assistant City Attorney a4vvo� ` ab�� Fonr 1�4 a CONTRACT AUTHORIZATION: >o c d� M&C: N/A BY ate° �=d Form 1295: N/A Name: Jannette Goodall o� * * y Title: City Secretary oa1.�� ne ..0.0 VENDOR: Trojan Technologies Corp. By: Name: Lou Mattera Title: Aftermarket Sales Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Contract No. EXHIBIT A SCOPE OF SERVICES & PAYMENT SCHEDULE See next page. Vendor Services Agreement Page 11 of 11 SCOPE OF WORK: DESCRIPTION OF SERVICE FREQUENCYOF STANDARD PROPOSED PRICE SERVICE SYSTEM INSPECTION SERVICE $14,870 Comprehensive System Review -SEMI-ANNUAL • Review system and process operation • Make system adjustments and improvements. • Identify future needs for operation staff to maintain plant performance. • Detailed service report with recommendations and instruction • Determination if process optimization services are required • 2 days on site CIP SERVICE $15.000 (Optimally performed in conjunction with the above -scheduled -SEMI-ANNUAL System Inspection Service visit) * • Evaluate CIP Process and equipment functionality • CIP effectiveness and efficiency review • Operation Protocol and Permeability Assessment *Subject to number of racks, intent of demonstration -multiple visits may be required. 24/7 TECHNICAL PHONE SUPPORT SERVICE -ANNUAL $8.270 • Peace -of -mind assurance CONTRACT • Priority response to your inquiry over non contracted • customers who pay per incident at emergency rates subject • to the availability of the support team. • Access to Engineers on full-time rotation, live support • Avoids "Fee -per -Incident" phone charge • Gets your plant back up and running minimizing potential • down time Training -ANNUAL $13,927 • Customized hands-on training options • System Operation training/refresher • HMI/PC Interface Screens • CIP Training • CEU Credit Based Course • Learn how to run your plant more efficiently. • Great for New and Experienced Operators • Operator Certification I- Day Site Visit -ONE TIME $11510 • XXXXX Modify scope of work here as appropriate • System Inspection • Service report with recommendations • Part Installation??? Annual Amount TOTAL PRICE OF SERVICES $63,577 (Currency: USD) AriaFiltra Proposal —OPP# 2172239- 10/8/2024 Aria Filtra, a Division of Trojan Technologies 1 839 NY State Route-13, Cortland, NY, USA *Please see Appendix A - Definition of Terms beginning for expanded description of services AriaFiltra Proposal —OPP# 2172239-10/8/2024 Aria Filtra, a Division of Trojan Technologies 1 839 NY State Route-13, Cortland, NY, USA Definition of the Plan Terms AriaFiltra - AriaFiltra or its assigned Representative Customer - Company or Organization purchasing services as defined by this contract The Customer's maintenance staff will be responsible for supplying tools, ladders, lifts, or other equipment required to execute the maintenance function. Site personnel will be solely responsible for ensuring that all maintenance procedures are performed in accordance with all applicable safety regulations. FSE - The role of the AriaFiltra Field Service Engineer (FSE) is to complement the site's existing technical/maintenance staff by providing expertise specific to AriaFiltra supplied technology. The AriaFiltra FSE will direct site maintenance staff in the proper execution of maintenance procedures. Appendix A System Inspection Service Upon arrival, the AriaFiltra FSE will meet with designated plant personnel to review the planned scope of work for the Inspection and obtain confirmation prior to proceeding. Should the Customers expectations be outside of the scope of work, the inspection will not proceed until AriaFiltra and the Customer agree to the Scope of Service. If necessary, Scope changes can be quoted and accepted onsite, prior to performing the planned service. The FSE will perform a comprehensive inspection of the AriaFiltra Aria Filtration System, which includes all hardware and operating parameters to determine System functional status, and make preventive maintenance recommendations. Should an issue be identified, that can be resolved by the FSE during this visit, a price for the immediate service can be provided, and the work completed with your approval by means of a verbal change order to AriaFiltra Systems Customer Service. Advance authorization is required for any time that exceeds the Scope of Service and the amount of the issued PO. Upon completion of the service, the FSE will meet with designated Plant personnel to review the findings of the Inspection, and discuss any problems, corrective actions or recommendations. CIP (Clean in Place) AriaFiltra Systems require periodic cleaning, and the cleaning frequency varies. CIP neglect will cause long-term specific flux (permeability) deterioration, which can be difficult to restore. If not performed on a regular basis, CIP protocols may become unfamiliar, ominous, and critical. Special CIP protocols can be quoted, for Systems that experience reduced permeability. Also, the Water Module Warranty is dependent on proper System operation and maintenance, including CIP. AriaFiltra highly recommends at least quarterly CIP events, with an FSE present to evaluate one annual CIP event to make sure that appropriate CIP protocol is being used, to identify and resolve any potential issues, and to help keep the module warranty in good standing. CIP service can be either full service or flux verification. Flux verification is a service to verify CIP process functionality only, whereas with full -service CIP, our engineer will perform the CIP process on the entire AriaFiltra system under contract. AriaFiltra Proposal —OPP# 2172239- 10/8/2024 Aria Filtra, a Division of Trojan Technologies 1 839 NY State Route-13, Cortland, NY, USA 24/7 Aftermarket Phone Support Service AriaFiltra Engineers provide live, around -the -clock technical support. They account for their Phone Service time (consults, troubleshooting, parts recommendations, remote access, etc.), both, during regular business hours, as well as after hours (on -call). Their services are allocated to each customer's account at no charge. For technical support, Warranty assistance, or Services & Spares orders, Customers can contact AriaFiltra toll free at #866-475-0115. If the problem cannot be resolved over the telephone, the Customer can request a AriaFiltra System Service Representative to visit the site location. You will be quoted an Emergency Service Rate, including last-minute travel expenses. Where possible, the FSE will use remote modem access to troubleshoot and resolve problems. Important Note: Non -contracted customers are charged at a Fee -per -Incident rate, applicable to assigned engineering time. Operator Training — Aria / MF Systems To support proper operation of your system, AriaFiltra recommends that you take advantage of a training session with actual hands-on time to achieve a significant level of competence and confidence with the equipment. Sessions should be repeated annually as refresher training, or when you have new system operators. Classroom instruction will be provided if it is specifically indicated as part of the proposal summary. The content would include information on the Principles of Filtration, and Cross -flow Technology, as well as general procedures. Content will be presented in a combination of PowerPoint slides and hands-on activities. A training binder will be provided for each participant. Hands-on CIP training / refresher CIP training is ONLY provided when AriaFiltra performs the CIP service, and if it is specifically indicated as part of the proposal summary. The CIP service visit should be scheduled preferably when reduced system flux suggests the modules could benefit from cleaning. As AriaFiltra Systems require periodic cleaning; the cleaning frequency will vary. CIP neglect will cause long-term flux deterioration, which can be difficult to restore. If not performed on a regular basis, CIP Protocols may become unfamiliar, ominous and critical. Essential Service Event Details Materials: This proposal covers the scope of work described above. All additional materials purchased by AriaFiltra for use on your System that have been verbally authorized by you to complete this work will be invoiced as part of this contract. Scheduling: When possible, AriaFiltra will make every effort to accommodate a Customer's schedule for services, once they have been defined and communicated. Field Service requires a minimum 4-week advance AriaFiltra Proposal —OPP# 2172239- 10/8/2024 Aria Filtra, a Division of Trojan Technologies 1 839 NY State Route-13, Cortland, NY, USA notification. Upon receipt of your purchase order, we can confirm the schedule, and allocate the appropriate AriaFiltra Service resources. Validity: This proposal is valid for 30 days (or date of validity expiration),. If a purchase order is not agreed upon by Seller and Buyer within the price validity period, the pricing set forth in this proposal shall not apply. Terms of Sale: AriaFiltra Standard Terms and Conditions of Sale of Services apply. Terms of Service: Regular minimum service charge is for a 10-hour day. Service Order acceptance and payment terms: AriaFiltra requires all accounts outstanding beyond 30 days to be paid in full prior to order acceptance. Your account status will be verified at the time of order placement, and you will be notified if you have a balance due. To avoid order processing, goods shipment, or service scheduling delays, please insure your account is up to date in advance of placing your order. Charges per the proposal will be invoiced automatically and become payable within 30 business days of receipt. Changes: If additional service is required beyond the Plan frequency and scope, AriaFiltra will work with you to make those changes. Advance authorization is required for any activity that exceeds the scope of service and the amount of the issued PO. Additional T&E may apply. AriaFiltra shall not implement any changes in the Scope of Services described in its proposal unless Customer and AriaFiltra agree to the details of the change, and any resulting price, schedule or other contractual modifications. This includes any changes necessitated by a change in applicable law. A Purchase Order or acceptable letter of authorization, including Travel & Expense per diem reimbursements, and a signed copy of the attached Customer Authorization of Service Form is required prior to AriaFiltra providing the services defined in this proposal. Maintaining an Aftermarket Service Plan, or an Aftermarket Phone Support Service, provides the best possible return on your AriaFiltra System investment. The Plan also provides pre-emptive measures that help to identify potential anomalies or malfunctions which may create untimely disruptions, costly down -times, or otherwise, could contribute to disaster response issues encountered by Municipal Plants and a community's water system. Implementing the Service Plan ensures priority response and avoids the Fee -per -Incident charges. Sincerely, AriaFiltra Tia Cline Senior Customer Care Specialist Cell: 607-289-2355 E-mail: ariafiltracs@trojantechnologies.com AriaFiltra Proposal —OPP# 2172239- 10/8/2024 Aria Filtra, a Division of Trojan Technologies 1 839 NY State Route-13, Cortland, NY, USA FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Trojan Technologies Corp Subject of the Agreement: Industrial filtering and purification of water M&C Approved by the Council? * Yes ❑ No If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No © If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Upon signature of ACM If different from the approval date. Expiration Date: One year from ACM sign aturE If applicable. Is a 1295 Form required? * Yes ❑ No *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑ No ❑ Contracts need to be routed for CSO processing in the followin order:. 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.