HomeMy WebLinkAbout064653 - General - Contract - Peak Scientific, Inc.CSC No. 64653
ORT ORTH�
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VENDOR SERVICES AGItEEM�NT
This VENDOR SERVICES AGRE�MENT ("Agi�eement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a Texas home-iule municipal corporation, and Peak
Scientific, Inc. ("Vendor"), each individually referred to as a"party" and collectively referred to as the
"pai�ties."
The Vendor Services Agreement includes the following documents which shall be construed in the order
of pi•ecedence in which tl�ey ai•e listed:
1. The is Vendoi• Services Agreement;
2. Exhibit A: Scope of Services;
3. Exhibit B: Conflict of Interest Questionnaire;
4. Exhibit C: Seller Contact Information;
5. Exhibit D: Delegation of Signature Authority Letter;
6. E�libit E: Sellei•'s Sole Soui•ce Justification Lette�� and
7. Exhibit F: Seller's Proposal
1. Scope of Services. This Agreement is of the Purchase of Original Equipment Manufacturer
(OEM) parts, technical support, and contractual maintenance foi• all Peak Scientific Gas Generators —
Pi•ecision Coinpressed Aii• 110v SLO, Precision H2 Ti•ace 250cc 100-230V SLC, Precision Nitrogen Trace
250cc 110V SLO, NGSOOOA 1 lOV (US) SLO, and TOC 1000 120V — SLO ("Services") at the Water
Depai�tment Laboratory Division located at 2600 SE Loop 820, Fo��t Worth, Texas 76140, which are set
forth in more detail in Exhibit "A" attached hereto and incorporated herein for all purposes.
2. Term. The term of this Agreement begins on January 26, 2026, ("Effective Date") and
expires on Januaiy 25, 2027, ("Expiration Date"), unless tet•minated earlier in accordance with this
Agreement ("Initial Term").
3. Comnensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit "B" which is attached hereto and incorporated herein foi• all purposes. Total
compensation under this Agreement will be an amount up to Twenty-Five Housand Dollars and Ze�•o
Cents ($25,000.00). Vendor will not perform any additional services or bill for expenses incurred for City
not specified by this Agi•eement unless City requests and appi•oves in writing the additional cost 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 wi•iting.
4. Termination.
4.1. Written Notice. City or Vendoi• may terminate this Agreement at any time and for
any reason by providing the othei• party with 30 days' written notice of termination.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page i of 14
4.2 Non-Appropriation of Funds. In the event no funds or insufficient futlds ai•e
appropriated by City in any fiscal period for any payments due liereutldei•, 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 poi•tions of the payments hei•ein agreed upon foi• which funds have been appropriated.
43 Duties and Obli�ations of the Parties. In the event that this Agreement is
terminated pi•ior to the Expiration Date, City will pay Vendor foi• services actually i•endered up to
the effective date of termination and Vendor will continue to pi•ovide City with seivices requested
by City and in accordance with this Agreement up to the effective date of tei•mination. Upon
tel•mination of this Agi•eement for any reason, Vendor will pi•ovide City with copies of all
completed or pai�tially 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 Infoi•mation.
5.1 Disclosui•e of Conflicts. Vendor hereby wai•rants 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 Infoi•mation. Vendoi•, foi• itself and its officers, agents and employees,
agrees that it will treat all infoi•mation provided to it by City ("City Infoi•mation") as con�dential
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 government 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
Infoi•mation 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 Vendoi• to submit i•easons objecting
to disclosure to the Texas Attorney General. A determination on whether such reasons are sufficient
will not be decided by City, but by the Office of the Attoi•ney Genei•al of the State of Texas oi• by a
coui�t of competent jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure
mannet• 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 coinpromised or is believed to have been compr•omised, in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what infoi•mation has been accessed by unauthorized means and will fully cooperate
with City to pr•otect such City Information fi•om 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
yeai•s, have access to and the right to examine at reasonable times any dii•ectly pertinent books, documents,
papei•s and records, including, but not limited to, all electronic records of Vendor involving tr•ansactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal worlcing 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
Vendor Services Agreement Page 2 of 14
reasonable advance notice of intended audits.
7. Indenendent 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, seivants,
employees, vendors, and subconti•actors. Vendor aclalowledges that the doctrine of respondeat sZ�pei•ior
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
construed as the creation of a partnership or joint enterprise between City and Vendor. It is fuj�ther
understood that City will in no way be considei•ed a co-employei• or a joint employei• of Vendoi• or any
officei•s, agents, servants, employees, conh�actors, or subcontractors. Neithei• Vendor, nor any officers,
agents, servants, employees, contractots, or subcontractors of Vendor will be entitled to any employment
benefits fi•om City. Vendor will be responsible and liable foi• any and all payment and i•eporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, or contractors.
8. Liabilitv ancl Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCL UDING, B UT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CA USED
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 COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS,
AGENTS, REPRESENTATIVES, SERT�ANTS, AND EMPLOYEES, FROMAND 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 I�ENDOR'S B USINESS AND ANY RESULTING LOST
PROFITS) AND PERSONAL INJURY, INCL UDING, B UT 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 i�ENDOR, ITS OFFICERS, AGENTS, REPRSENTATIi�ES,
SERVANTS, EMPLOYEES, CONTRACTORS, OR StIBCONTRACTORS
83 INTELLECTZIAL PROPERTY INDEIYINIFICATION — VENDOR AGREES
TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR
ACTIONAGAINST CITY FOR INFRINGEMENT OFANYPATENT, COPYRIGHT, TRADE
MARIC, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING 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 NOT APPLYIF CITYMODIFIES OR MISUSES THE SOFTWARE
AND/OR DOCUMENTATIDN. SO LONG AS VENDOR BEARS THE COST AND EXPENSE
OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS
SECTION, T�ENDOR WILL HA VE THE RIGHT TO COND UCT 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 Services Agreement Page 3 of 14
CITY WILL HAi�E 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 HA i�E THE SOLE RIGHT TO COND UCT THE DEFENSE OF ANY SUCH CLAIM
OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND
TO SETTLE OR COMPROMISE ANYSUCH CLAIM; HOWE►�ER, 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 CITYMAY RECEIT�E RELATING
THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSIIMPTION 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 MATERIALLYADl�ERSELYRESTRICTED, T�ENDOR
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
MAICE IT NON-INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT
MATERIALLYADi�ERSELYAFFECT CITY'SAUTHORIZED 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
ALTERNATI►�ES IS REASONABLY AVAILABLE TO T�ENDOR TERMINATE THIS
AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY,
SUBSEQUENT TO WHICH TERMINATION CITYMAY SEEKANYAND ALL REMEDIES
AVAILABLE TO CITY UNDER LAW.
9. Assi�nment and Subcontractin�.
9.1 Assi�nment. 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 ag►�ees to be bound by the duties and obligations of Vendoi• undei• this Agreement.
Vendoi• and Assignee will be jointly liable for all obligations of Vendoi• under this Agreement prior
to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractoi• will execute
a wi•itten agreement with Vendor refei•encing this Agi•eement under which subcontractor agrees to
be bound by the duties and obligations of Vendoi• 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 cer•tificate(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:
Vendor Services Agreement Page 4 of 14
10.1 Covera�e and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occui•rence
$2,000,000 - Aggi•egate
(b) Automobile Liability:
$1,000,000 - Each occuri•ence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
i•epresentatives in the coui•se of providing Seivices under this Agreement. "Any
vehicle" will be any vehicle owned, hic•ed and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act ot� any other
state worket•s' compensation laws where the Sei•vices are being performed
Employers' liability
$100,000 - Bodily Injui•y by accident; each accident/occurrence
$100,000 - Bodily Injuiy by disease; each employee
$500,000 - Bodily Injuiy by disease; policy limit
10.2 Genei•al Requir•ements
(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, 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 Thii-ty (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 Managei•, City of Fot•t Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102,
with copies to the Fort Woi-th City Attorney at the same address.
(d) The insurers for all policies must be licensed andlor 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 ICey Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written appi•oval of Risk Management is required.
(e) Any failure on the part of City to request requii•ed insurance
documentation will not constitute a waiver of the insurance requirement.
Vendor Services Agreement Page 5 of 14
( fl Cei•tificates of Insui•ance evidencing that Vendoi• has obtained all required
insurance 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 agcees that in the
perfoimance of its obligations hei•eunde��, it will comply with all applicable federal, state and local laws,
ordinances, i•ules and i•egulations and that any woi•lc it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendoi• of any violation of sucli laws, ordinances, i•ules or i•egulations, Vendor must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractois, subcontractors, and successors in interest, as pat�t 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-DISCR�MINATION 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 �IARMLESS
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-delivei•ed to the other party, its agents,
employees, servants or representatives ot• (2) i•eceived by the other party by United States Mail, registered,
return receipt requested, addressed as follows:
To CITY:
City of Fort Wo��th
Attn: Assistant City Manager
100 Fort Worth Trail
Foi�t Worth, TX 76102
To VENDOR:
Peak Scientific, Inc.
Robert Morgo, General Manager, North America
210 Litleton Rd., Suite 110
8�11,,.:,,�.,1,I�r��JCL Westford, MA01886
Facsimile: 978-608-9503
With copy to the Fort Worth City Attoi•ney's
Office at the same addi•ess
14. Solicitation of Emplovees. Neither City nor Vendor will, during the teim 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 Agi•eement, without the prior written consent of the pei•son'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 undej•stood and agi•eed that by execution of this Agi•eement,
City does not waive or surrender any of its governmental powe�s ot• immunities.
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 het•ein does not constitute a waiver of City's or
Vendor•'s respective right to insist upon appropi•iate pei•foi•mance or to assei�t any such i•ight on any future
occasion.
Vendor Services Agreement Page 6 of l�t
17. Governin� Law / Venue. Tllis Agc�eement will be constcued in accoi•dance with tlle laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreetnent, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States Dish�ict Court for tlle Northei•n District of Texas, Fort Woi•th Division.
18. Severabilitv. If any pi•ovision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enfot•ceability of the remaining provisions will not in any way be
affected or impaired.
19. Fo►•ce Maieu►•e. City and Vendoi• will exei•cise theii• best efforts to meet their respective
duties and obligations as set fo��th 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� bUi ilOi
litnited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; stcikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
oi• inaction; orders of govei•nment; material or labor restrictions by any govei•nmental authoi•ity;
transportation problems; restraints or prohibitions by any cou��t, board, depart►nent, commission, ot� agency
of the United States or of any States; civil disturbances; other national o�� regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the party whose
perfoi•mance is affected (collectively, "Force Majeui•e Event"). The perfoi•mance of a�ry sucll obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected pai•ty provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the pacty'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 tliis section must be addressed and delivei•ed in accoi•dance the notice section ofthis 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 Agreement, and are not intended to define or limit the scope
of any pt•ovision 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 at•e to be resolved against the drafting pacty 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 o�• contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any pi•ovision of this Agreement.
24. Counterparts. This Agi•eement may be executed in one or more counterparts and each
countei•part will, for all pui•poses, be deemed an original, but all such counterpai-ts will togethei• constitute
one and the same instrument.
25. Warrantv of Services. Vendor warrants that its set•vices will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's
Vendor Services Agreement Page 7 of 14
option, Vendor will either (a) use commercially ceasonable 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.
26. Immieration and Nationalitv Act. Vendor must verify the identity and employment
eligibility of its employees wllo pei•foi•m work under tllis Agi•eement, including completing the Employment
Eligibility Vei•ification Form (I-9). Upon i•equest by City, Vendoi• 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 sei•vices will be pei•foi•med by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL IND�MNIFY CITY AND HOLD CITY HARMLESS FROM
ANY P�NALTI�S, LIABILITIES, OR LOSS�S DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon wi•itten notice to Vendoi•, will have the i•ight to immediately terminate this Agc�eement
for violations of this provision by Vendor.
27. Ownership of Worlc Product. City will be the sole and exclusive ownei• 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"). Furfller, City
will be the sole and exclusive owner of all copyright, patent, h�ademark, trade secret and other proprieta�y
rights in and to the Woi•k Product. Ownership of the Work Product will inui•e to the benefit of City fi�om
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first). Each copy��ightable 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, oi• any part thereof, is not considered a"work-made-for-hire" within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in
and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret,
and all other proprietaiy rights therein, that City may have or obtain, without further consideration, fi�ee
from any claim, lien foi• balance due, oi• i•ights of i•etention thereto on the part of City.
28. Si�nature Authoritv. The person signing this Agreement hereby wacrants that they have
the legal authoi•ity to execute this Agi•eement on behalf of the respective party, and that such binding
authoi•ity has been granted by proper order, i•esolution, ordinance oi• otller authorization of the entity. This
Agreement and any amendment hei•eto, may be executed by any authorized i•epi•esentative of Vendor. Each
party is fiilly entitled to rely on these wari•anties and representations in entei•ing into this Agreement or any
amendment hereto.
29. Chan�e in Companv Name or Ownershin. Vendor inust notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City recor•ds. The president of Vendor or autharized official must sign the lettei•. A letter indicating
changes in a company name or ownei•ship 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. Failui•e to pi•ovide the
specified documentation may adve►sely 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 Chaptei•
2271 of the Texas Government Code, the City is prohibited fi•om entei•ing into a contract with a company
for goods or services unless the contract contains a written verification fi�om the company that it: (1) does
not boycott Israel; and (2) will not boycott Isi•ael dui•ing the tei•m of this Agreement. The tei•ms "boycott
Israel" and "company" have the meanings ascribed to those terms in Chapter 2271 of the Texas Government
Vendor Services Agreement Page 8 of 14
Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written
vei•ification to the CiTy that Vendoi•: (1) cloes not boycott Israel; and (2) will not boycott Israel during
the term of the Agreement.
31. Prohibition on Bovcottin� Ener�y Companies. If Vendor has fewer than 10 employees
or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in
accoi•dance with Chapter 2276 of the Texas Govermnent Code, the City is prohibited fi�om entering into a
contract for goods or seivices 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 moi•e full-time employees unless tlie contract contains
a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the tei•m of tllis Agreement. To the extent that Chaptei• 2276 of the
Gove�•nment Code is applicable to this Ag►•eement, by signing this Agreement, Vendoi• ce�•tifies that
Vendor's signatu►•e pi•ovides wi•itten verification to the City that Vendoi :(1) cloes not boycott enet•gy
companies; and (2) will not boycott energy companies during the term of this Agreement.
32. Prohibition on Disci•imination A�ainst Firearm and Ammunition Industries. If
Vendor has fewei• than 10 employees or this Agreement is foi• 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 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 oi• pai�tly fi•om public funds of the City witll 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 firearm trade
association; and (2) will not discriminate during the term of this Agreement against a firearm entity or
firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to
this Agi•eement, by signing this Agreement, Vendoi• certifies that Vendor's signature provides written
vei•ification to the City that Vendor: (1) does not have a pi•actice, policy, guidance, or directive that
discriminates against a fii•earm entity or fii•earm trade association; and (2) will not discriminate
against a firearm entity or frearm trade association during the term of this Agi•eement.
33. Electronic Si�natures. 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 scaimed and transmitted versions
(e.g. via pdf file or facsimile tl•ansmission) of an original signature, or signatui•es electronically inserted via
software such as Adobe Sign.
(signature page follows)
(renrainder of this page intentionally left blmtk)
Vendor Services Agreement Page 9 of 14
IN WITNESS WH�R�OF, the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
By: �_�
Name: Jesica McEachern
Title: Assistant City Managei•
Date: O1/24/2026
VENDOR:
Peak Scientific, Inc.:
By:
Name: Robet•t Mo • o
Title: Genel•al Managei•, North America
Date:
01 /15/2026
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
CG��IJ �fa��l��
By: Chris Harder (Jan 15, 2026 14:59:37 CST)
Name: Christopher Hai•dei•, P.E. I
Title: Water Deparhnent Director
Attest:
C�,�-�. � ��
B�. �
Name: Jannette S. Goodall
Title: City Secretary
Contract Authorization:
M&C: Not Requii•ed.
Form 1295: N/A
.�� FppTq�pA
�oo=^ h. a
d�= '';o
oQ° � � °
pQIIq nEXPS.o.o
Contract Compliance Manager:
By signing I acknowledge that I am the person
��esponsible for the monitoring and administration
ofthis contract, including ensuring all performance
and repoi�ting requirements.
BY� �,
�T►�'
Name: Patty Je ' son
Title: Contract ervices Administrator
Approved as to Form and Legality:
1:���d��
By: Douglas Black (Jan 15, 2026 16:48:49 CST)
Name: Douglas W. Black
Title: Senior Assistant City Attorney
�FFICIAL RECC)RD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement Page 10 of 14
EXHIBIT A
SCOPE OF SERVICES
This Agreement is of the Purchase of Original Equipment Manufacturer (OEM) parts, technical suppoi�t,
and contractual maintenance for all Peak Scientific Gas Generators — Precision Compressed Air I l Ov
SLO, Precision H2 Trace 250cc 100-230V SLC, Precision Nitrogen Trace 250cc 1 lOV SLO, NGSOOOA
1 l OV (US) SLO, and TOC 1000 120V — SLO ("Services") at the Water Department Laboratoiy Division
located at 2600 SE Loop 820, Fort Worth, Texas 76140.
Vendor Services Agreement Page 11 of 14
EXHIBIT B
CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any peison or agent of a person
who contracts or seeks to contract for the sale or purchase of property, goods, or services
with a local governmental entity (i.e. The City of Fort Worth) must disclose in the
Questionnaire Foi•m CIQ ("Questionnaire") the person's affiliation or business relationship
that might cause a conflict of interest with the local governmental entity. By law, the
Questionnaire must be filed with the Fort Worth City Secretary no later than seven days
after the date the person begins contr•act discussions or negotiations with the Buyer, or
submits an application or response to a request for proposals or bids, correspondence, or
another writing related to a potential agreement with the Buyer. Updated Questionnaires
must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form
is also available at http://www.ethics.state.tx.us/forms/CIO.ndf.
If you have any questions about compliance, please consult your own legal counsel.
Compliance is the individual responsibility of each person or agent of a person who is
subject to the iiling requirement. An offense undei• Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that
you might have with the Buyer, state Seller name in the # 1, use N/A in each of the
areas on the form. However, a signature is required in the #4 box in all cases.
Vendor Services Agreement Page 12 of 14
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
This quesilonnaire reilecls changes made to the law by H.B. 23, 84th Leg., Heguiar Sesslon.
This questionnaire is being filed in accardancewith Chapter 176, Local Govemment Code,
by a vendorwho has a business relationship as detined by Section 176.001(1-a) tivith a local
governmental entity and ihe vendor meets requirements under Section 176.006(a}.
By lativ this questionnaire must be filed �vith the records administrator of the local governmental
entity not later ihan fhe 7th business day after the date the vendor becomes aware of facts
ihat require the statement to be filed. See Section 176.006(a-1), Lc�ca` Govemment Code.
A vendor commits an offense if the vendor knosving�y violates Section 176.006, Local
Government Code.An oflense under this section is a misdemeanor.
J Nante of vendor who has a business teladonship with local governmennl enUry.
Peak Scientific, Inc
?J I I Check thls box If you are illtng an update to a prevlously filed questionnalre.
l_1
FORM CIQ
OFFlCE USE ON�Y
Date Re:eNt•9
(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 a�vare that the originally filed questionnaire was
incomplete or inaccurate.)
3
Name of local government officer about whom Ihe informatlon In this sectlon Is being disclosed.
N/A
Name of Officer
This section (item 3 including subparts A, B, C, & D) must be completed for each oKicer with whom the vendor has an
employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additionai
pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxabie income, other ihan investment
income, (rom the vendor?
� Yes a No
8. Is ihe vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local
government officer named in this section AND the taxable income is not received (rom the Iocal governmental entity?
� Yes � No
C. Is the filer of this questionnaire employed by a corporation or other 6usiaess entity with respect to which the local
government officer serves as an officer or director, or holds an ownership interest of one percent or more?
� Yes u No
D. Describe each employment or business and family relationship with the local government of(icer named in this section.
��
�
Sgnature ot vendor doi g usiness with the govemmental entity
Date
Adopted 8!712015
01.15.2026
Vendor Services Agreement Page 13 of 14
EXHIBIT C
SELLER CONTACT INFORMATION
Seller's Name: Peak Scientific, Inc.
Seller's Local Addt�ess: 210 Littleton St. Suite 110 Westford MA 01886
Phone: $66-647-1649 Fax:
Email: INFONA@peakscientific.com
Name of persons to contact when placing an order or invoice questions:
Name/Title Michael Ryan Service Sales Territory Manager
Phone: 97$-238-0905 Fax:
Email: mryan@peakscientific.com
Name/Title Accounts Receivable
Phone: $66-647-1649 x5 Fax:
Email: arna@peakscientific.com
Name/Title
Phone:
Email:
Fax:
Michael Ryan 1/15/26
Signature Printed Name Date
Vendor Services Agreement Page 14 of 14
EXHIBIT D
���� ; ��
�r� �,�.
� ._.
sciera-nFic
DELEGATION OF /�UTHQRITY I.ETTER
l o �rJhorn ii i�lay Conr,errr.
C��� means of [nis 12tier, I. ,'-�ine Finlayson �iel2gaie th2 authority herein ciesc�ibe<I lo ihr�
General t�tanager, Idorih llrnerica, on fhe iollor.�ino (erms and r,ond'rfions
� The General Ivlanat��r, Norih ��merica may rc:vie�v anei e>;ecule. on ,n�� l�eh�ili. cunie��c:,r;
in an amount an:l duration nol to excee� 7cao f-lundre:d 1=iRy 7housand 11S►� {;�7_5U,f�(►0)
�nd up to � duraiion o( Fivo (5) Years.
2. The effeciive date of (fiis delegalion is Decen�Uer U3, 2Q23, and sitail run unfii re<<olcect
by delegating official nr hisJh�r successor.
3. The autnoiiiy delega[ed is not subjec( io suL-�cetegation without my prior and e;;Of(:SS
!:7itien consent.
4. This delegation is made pursuant io ihe Of�ir.c of (he ChieF Operaiivns Offir.ar and i:;
subjec(tiierefa ` . -.-, 1
� ` �-�, I ' � � i `r�%A -• �G�..i�-'
i.
Aine Finlayson, Chief OperaQng O(ficer
Date: December F1, 2023
Acknowledged and agreed:
. Robert M o, Generat Manager Norih America
Date: December 8, 2023
cc: Jonathan Golby, CEO
Commonweaith of Massachusetts County of r'1iC�'ir�e�2X On this �6+h day of
�.0 eYv�be Y, 20 Z3 , before me, the undersigned notary publi�, personally appeared
Aine Finlayson, proved to me ihrough satisfacFory evidence ofi identification to be tlw
person who signed the preceding or aftached document in my presence, and who swore `�
or affirmed to me that the contents of the documenl are truthful and accurate to the bes.
of her Icnowiedge and belief. '
/
Notary Public Signature � ___ seal)
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EXHIBIT E
pFax�
Katrina Nwinye
Senior Chemist
Fort Worth Water Laboratory
2600 S.E. Loop 820
Fort Worth TX, 76140
October 28th, 2025
RE: Sole Source Letter for Peak Scientific Generators
Dear Katrina,
I hereby confirm that Peak Scientific Inc. is the sole provider for service, OEM parts, technical support, and
contractual maintenance for all Peak Scientific gas generators located within the North American territory.
This includes, but is not limited to, the PEAK models (Precision Compressed Air s/n AC16-04-052, Hydrogen
Trace s/n HC16-04-002, Nitrogen Trace s/n ZN16-04-033, NG5000A s/n 770006906, TOC 1000 s/n
721030736) that are located at your facility.
Peak Scientific Inc. does not train, nor authorize, any other organizations within North America to service or
maintain Peak Scientific gas generators. This includes the XE35's and Precision generators which are
referenced in your Peak Scientific Quotation.
Sincerely,
/ '
�_
Jonathan Golby
CEO
210 Littleton Rd., Suite 110
Westford, MA 01886 � United States of America
���
�' a �������
�e�. c� � � � 19 Sterling Raad T: +1 866 647 1649
�� � Suite #1 F: +1 978 608 9503
�°uMs �i � B�Ilerica, MA d1862 W: www.peakscientific.com
FMSf59„ �°" ., .�, .. .., USA E: infona�Q.peakscientific.com
EXHIBIT F
Service Agreement Renewal Quotation
Bill-to Address
City of Fort Worth Water
DepartmentLaboratory Services
Water Department
Water & Sewer Administration
200 Texas St (Southend 2nd FL Ste 2390)
Fort Worth
Texas
USA
76102
Ship-to Address
City of Fort Worth Water Department
Water Department
Central Laboratory Services
2600 S.E. Loop 820
Fort Worth
Texas
USA
76140
Conditions of Sale
Payment terms:
Warranty:
Terms & Conditions
30 Days from Date of Invoice
www. peaksci entific. com/warranty-statement/
www. peaksci entific. com/peak-us-terms-and-cond itions/
��
SCIENTIFIC
Customer No.:
Quotation No.:
Quote Date:
Valid Until:
Service Sales Contact:
Service Sales
Contact Tel No.:
Service Sales Contact Email:
C005315
10094278
10/28/2025
01 /31 /2026
Mike Ryan
978-238-0905
M Ryan@ pea kscientific.com
Given the ongoing fluctuations in import tariff regulations, the prices outlined in this quotation may not account for the
total applicable tariffs.
Applicable tariff costs will be determined at the time of the sale and reflected in the final invoice.
For full communications from Peak Scientific please refer to the link below.
https://www. peakscientific.com/us-tariffs
Tax is not applied to your quote and if applicable, will be added to your Order Acknowledgement.
Customer Contact Information:
Service Agreement Contact:
Item no. Item name
Name:
Katrina Nwinye
Service Agreement Variation
65-1555-SLO Precision SL3a-Teir-NA
Compressed Air 110v
SLO
Serial No.: AC16-04-052
Service Agreement Description: Complete Plan 48/72
Service Agreement Start Date: 01/26/2026
Service Agreement End Date: 01/25/2027
Tel: eMail:
817-392-5942 Katrina.nwinye@fortworthtexas.gov
Serial No. Year Net Value USD
AC 16-04-052 1 2,153.92
Peak Scientific Inc - 210 Littleton Road - Suite 110 - Westford - USA - 01886 - VAT: 01-0857647
Tel: 866-647-1649 - Web: www.peakscientific.com - Email: ordersna@peakscientific.com
Page 1 of 2
Service Agreement Renewal Quotation
Quotation No.: 10094278
�
��
SCIENTIFIC
64-0250-SLO Precision H2 Trace SL3a-Teir-NA HC16-04-002 1
250cc 100-230V SLO
Serial No.: HC16-04-002
Service Agreement Description: Complete Plan 48/72
Service Agreement Start Date: 01/26/2026
ServiceAgreement End Date: 01/25/2027
62-0251-SLO Precision Nitrogen SL3a-Teir-NA ZN16-04-003 1
Trace 250cc 110V SLO
Serial No.: ZN16-04-003
Service Agreement Description: Complete Plan 48/72
Service Agreement Start Date: 01/26/2026
ServiceAgreement End Date: 01/25/2027
10-1291-SLO NG5000A 110V (US) SLO SL3a-Teir-NA 770006906 1
Serial No.: 770006906
Service Agreement Description: Complete Plan 48/72
Service Agreement Start Date: 01/26/2026
ServiceAgreement End Date: 01/25/2027
3302384-SLO TOC 1000 120V - SLO SL3a-Teir-NA 721030736 1
Serial No.: 721030736
Service Agreement Description: Complete Plan 48/72
Service Agreement Start Date: 01/26/2026
Service Agreement End Date: 01/25/2027
Service Agreement Renewal Details
• 1 or 2(depending on model of generator) on-site Preventative Maintenance visits per year by a Peak engineer
• All maintenance parts, labour and engineer travel charges - Full function check - Component retrofits carried out when applicable
• Compressor Repair / Replacement included when required (compressors internal to the generator only)
• Breakdown/Repair Service with priority on site Engineer availability — including all breakdown/repair parts, labour and engineer travel
charges
• Guaranteed on-site response time of 48 hours (UK, Ireland and mainland USA) / 72 hours (rest of the world) for break-down calls
• Online Technical Support
• Peak Scientific T&Cs and Warranty Statement apply
Additional Statements
• For all new service agreements, breakdown SLA (where applicable) will not be activated until 14 days from the service agreement start
date. This does not apply to service agreements renewed on time.
Document total (USD)
Please do not hesitate to contact your Peak Sales Representative if you have any
questions regarding your quotation or to submit your purchase order.
Peak Scientific Inc - 210 Littleton Road - Suite 110 - Westford - USA - 01886 - VAT: 01-0857647
Tel: 866-647-1649 - Web: www.peakscientific.com - Email: ordersna@peakscientific.com
2,532.95
2,162.58
5,168.16
1,673.14
13,690.75
Page 2 of 2
F�ORTWORTHo
�
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Peak Scientific, Inc.
SUbjeCt Of tlle Agl'eement: Vendor will provide Original Equipment Manufacturer (OEM) Parts,
technical support, and contractual maintenance for all Peak Scientific Gas Generators on as needed basis.
M&C Approved by the Council? " Yes ❑ No �
If so, the M&C n�i�st be attnched to the corrtract.
Is this an Amendment to an Existing contract? Yes ❑ No 8
If so, provide the o��iginal conh�act na�mber nnd lhe ame»dn�ent »innbe��.
Is the Contract "Permanent"? "Yes ❑ No �
If amszn�e, see back page for permnnent contrnct listing.
Is this entire contract Confidential? VYes ❑ No 8 Ifonly specifrc informario» is
Confrdentinl, please list tivhat inforn�atiorr is Confidentrn! and the perge it is located.
Effective Date: 1-26-2026
If d�erent fi�on� the npp�•oval dnte.
Expiration Date: 1-25-2027
If npplicable.
Is a 1295 Form requit•ed? * Yes ❑ No B
* If so, please enszn�e it is nttached to the approving M&C or attached to the conh�act.
Project Number: Ifa�plicable.
*Did you include a Text field on the contract to add the City Secretaiy Contract (CSC)
number? Yes 8 No ❑
Contracts need to be routed for CSO processin� in the followin� order:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
�Indicates the information is reqZ�ired artd if the i��formation is not provided, the contract tii�ill be
�•etan•ned to the departnaent.