Loading...
HomeMy WebLinkAbout064715 - General - Contract - DetectaChem Inc.CSC No. 64715 FORT WORTH CITY OF FORT WORTH SOLE SOURCE PURCHASE AGREEMENT This Sole Source Purchase Agreement ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home-rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and DetectaChem Inc. ("Vendor"), a Texas registered company, acting by and through its duly authorized representative, each individually referred to as a"party" and collectively referred to as the "parties." The Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. 2. 3. 4. 5. This Sole Source Purchase Agreement; Exhibit A: City of Fort Worth Standard Terms and Conditions; Exhibit B: Scope of Services; Exhibit C: Price Schedule; Exhibit D: Vendor's Sole Source Justification Letter; Exhibits A through D, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. If any provisions of the attached Exhibits conflict with the terms herein, the terms in this Sole Source Purchase Agreement and in Exhibit A will control. Buyer shall pay Vendor in accordance with the fee schedule in Exhibit C and in accordance with the provisions of this Agreement shall supply field-deployable chemical detection kits. Total annual payment made under this Agreement by Buyer shall not exceed ten thousand dollars and zero cents ($10,000.00). Vendar shall not provide any additional items or services or bill far expenses incurred for Buyer not specified by this Agreement unless Buyer requests and approves in writing the additional costs for such services. Buyer shall not be liable for any additional expenses of Vendor not specified by this Agreement unless Buyer first approves such expenses in writing. The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective party. Vendor and Buyer have caused this Agreement to be executed by their duly authorized representatives to be effective as of the date signed by the Buyer's Assistant City Manager. [SIGNATURE PAGE FOLLOWS] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] QFFICIAL RECORD Sole Source Purchase Agreement-DetectaChem Ina C'�TY SEC'RETARY Page 1 of21 FT. WORTH, TX ACCEPTED AND AGREED: BUYER CITY OF FORT WORTH �J� � By: � Name: William Johnson Title: Assistant City Manager D t ' 02/13/2026 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. a e. -------------------------------------- � APPROVAL RECOMMENDED: $y. Kathryn Agee (Fe , 2026 09� �:18 CST) Name: Kathryn Agee � Title: Senior Management Analyst $y; Davi��Carabajal eb 13, 2026 13:42:09 CST) APPROVED AS T� F�RM AND Name: David Carabajal LEGALITY: Title: Executive Assistant Chief ATTEST: �,oa.a.oun� �6F FORp��d� v� � �o9�d p�`o .10 Pv� �=d 0�� * o0 00 *� aaa� nEXA`'��o°'p By: Name Tltle: G�.�� ��� ��xx. % _�i�>m e> By. � Name: Jannette S. Goodall Title: City Secretary VENDOR: DetectaChem Inc. By: ' � 7.—/'�''�� Name: J aker Title: Director of Sales �ate: c2)11IJ-1 e, � � Jerris Mapes Sr. Assistant City Attorney CONTRACT AUTHORIZATION: M&C N/A Date Approved: Farm 1295 Certification No.: NIA OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Sole Source Purchase Agreement-DetectaChem Inc. Page 2 of21 Exhibit A CITY OF FORT WORTH, TEXAS STANDARD PURCHASING TERMS AND CONDITIONS 1. DEFINITION OF BUYER For purposes of this Agreement, the term `Buyer" means and includes the City of Fort Worth, its officers, agents, servants, authorized employees, vendors, and subcontractors who act on behalf of various City departments, bodies, or agencies. 2. DEFINITION OF VENDOR For purposes of this Agreement, the term "Vendor" means and includes DetectaChem Inc., its officers, agents, servants, employees, vendors, subcontractors, or other providers of goods and/or services who act on behalf of the entity under contract with the City of Fort Worth. 3. TERM The initial term of this Agreement is for one (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. Buyer 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 periods (each a"Renewal Term"). 4. PUBLIC INFORMATION Buyer is a government entity under the laws of the State of Texas and all documents held ar maintained by Buyer may be subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked by Vendor as Confidential or Proprietary, Buyer shall promptly notify Vendor. It will be the responsibility of Vendor to submit to the Texas Attorney General's Office reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by Buyer, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The Parties agree that nothing contained within this Agreement is considered proprietary or trade secret information and that this agreement may be released in the event that it is requested. 5. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer may have a financial interest, direct or indirect, in any contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land, materials, supplies or services, except on behalf of Buyer as an ofiicer or employee. Any willful violation of this section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall thereby forfeit his ofiice or position Sole Source Purchase Agreement-DetectaChem Inc. Page 3 of 21 Any violation of this section with the knowledge, expressed or implied, of the person or corporation contracting with the City Council shall render the contract voidable by the City Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter). 6. ORDERS 6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who act on behalf of various City departments, bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers, purchase order numbers, or release numbers issued by the Buyer. The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing Division will place such orders. 6.2 Acceptance of an order and delivery on the part of the Vendor without an approved contract number, purchase order number, or release number issued by the Buyer may result in rejection of delivery, return of goods at the Vendor's cost and/or non- payment. 7. VENDOR TO PACKAGE GOODS Vendor will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows: (a) Vendor's name and address: (b) Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Vendor shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. S. SHIPMENT UNDER RESERVATION PROHIBITED Vendor is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. 9. TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery and after inspection and acceptance of the goods. 10. DELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed. Sole Source Purchase Agreement-DetectaChem Inc. Page 4 of 21 11. PLACE OF DELIVERY The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase change order, or release order. 12. RIGHT OF INSPECTION Buyer shall have the right to inspect the goods upon delivery before accepting them. Vendor shall be responsible for all charges for the return to Vendor of any goods rejected as being nonconforming under the specifications. 13. INVOICES 13.1 Vendor shall submit separate invoices in duplicate (or electronic invoice, if authorized), on each purchase order or purchase change order after each delivery. Invoices shall indicate the purchase order or purchase change order number. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, should be attached to the invoice. Vendor shall mail or deliver invoices to Buyer's department and address as set forth in the block of the purchase order, purchase change order or release order entitled "Ship to." Payment shall not be made until the above instruments have been submitted after delivery and acceptance of the goods and/or services. 13.2 Vendor shall not include Federal Excise-, or State or City sales tax in its invoices. The Buyer shall furnish a tax exemption certificate upon Vendor's request. 13.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in writing. Before the first payment is due to Vendor, Vendor shall register for direct deposit payments prior to providing goods andlar services using the forms posted on the City's website". 14. PRICE WARRANTY 14.1 The price to be paid by Buyer shall be that contained in Vendor's proposals which Vendor warrants to be no higher than Vendor's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase. In the event Vendor breaches this warranty, the prices of the items shall be reduced to the prices contained in Vendor's proposals, ar in the alternative upon Buyer's option, Buyer shall have the right to cancel this contract without any liability to Vendor for breach ar for Vendar's actual expense. Such remedies are in addition to and not in lieu of any other remedies which Buyer may have at law ar in equity. 142 Vendar warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, Sole Source Purchase Agreement-DetectaChem Inc. Page 5 of 21 percentage, brokerage fee or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Vendor for the purpose of securing business. For breach or violation of this warranty, Buyer shall have the right, in addition to any other right or rights arising pursuant to said purchase(s), to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage fee or contingent fee, or otherwise to recover the full amount thereof. 15. PRODUCT WARRANTY Vendor shall not limit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of Buyer. Vendor warrants that the goods furnished will conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and the sample(s) furnished by Vendor, if any. In the event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall govern. 16. SAFETY WARRANTY Vendor warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as amended. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at Vendor's expense. In the event Vendor fails to make appropriate correction within a reasonable time, any correction made by Buyer will be at Vendor's expense. Where no correction is or can be made, Vendor shall refund all monies received far such goods within thirty (30) days after request is made by Buyer in writing and received by Vendor. Notice is considered to have been received upon hand delivery, or otherwise in accardance with the Notice to Parties Clause of this Agreement. Failure to make such refund shall constitute a breach and cause this contract to terminate immediately. 17. SOFTWARE LICENSE TO VENDOR If this purchase is for the license of software products and/or services, and unless otherwise agreed, Vendor hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable, royalty free license to use the software. This software is "proprietary" to Vendor, and is licensed and provided to the Buyer for Buyer's sole use for purposes under this Agreement and any attached work orders or invoices. The Buyer may not use or share this software without permission of the Vendor; however, Buyer may make copies of the software expressly for backup purposes. 18. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 181 The VENDOR warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to programs, documentation, software, analyses, applications, methods, ways, and processes (each individually Sole Source Purchase Agreement-DetectaChem Inc. Page 6 of 21 referred to as a"Deliverable" and collectively as the "Deliverables") do not infringe upon or violate any patents, copyrights, trademarks, service marks, trade secrets, or any other intellectual property rights or other third-party rights. 18.2 VENDOR shall be liable and responsible for any and all claims made against the Buyer for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the Buyer's continued use of the Deliverable(s) hereunder. 18.3 VENDOR agrees to defend, settle, or pay, at its own cost and expense, any claim or action against Buyer for infringement of any patent, copyright, trademark, trade secret, or similar property right arising from Buyer's use of the Deliverables in accordance with this Agreement, it being understood that this agreement to defend, settle, or pay shall not apply if Buyer modifies or misuses the Deliverables. So long as VENDOR bears the cost and expense of payment for claims or actions against Buyer pursuant to this section, VENDOR shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Buyer shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and Buyer agrees to cooperate with VENDOR in doing so. In the event Buyer, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against Buyer for infringement arising under this Agreement, Buyer shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, VENDOR shall fully participate and cooperate with Buyer in defense of such claim or action. Buyer agrees to give VENDOR timely written notice of any such claim or action along with copies of all papers Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's assumption of payment of costs or expenses shall not eliminate VENDOR's duty to indemnify Buyer under this Agreement. If the Deliverables or any part thereof is held to infringe and the use thereof is enjoined or restrained, or if as a result of a settlement or compromise such use is materially adversely restricted, VENDOR shall, at its own expense: (a) procure for Buyer the right to continue to use the Deliverables; or (b) modify the Deliverables to make them non-infringing, provided that such modification does not materially adversely affect Buyer's authorized use of the Deliverables; or (c) replace the Deliverables with equally suitable, compatible, and functionally equivalent non-infringing Deliverables at no additional charge to Buyer; or (d) if none of the foregoing alternatives is reasonably available to VENDOR, terminate this Agreement and refund all amounts paid to VENDOR by Buyer, subsequent to Sole Source Purchase Agreement-DetectaChem Inc. Page 7 of 21 which termination Buyer may seek any and all remedies available to Buyer at law or in equity. 18.4 The representations, warranties, and covenants of the parties contained in this Agreement will survive the termination and/or expiration of this Agreement. 19. OWNERSHIP OF WORK PRODUCT Vendor agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes, methods, programs, and manuals that were developed, prepared, conceived, made, or suggested by the Vendor for the Buyer pursuant to a Work Order, including all such developments as are originated or conceived during the term of the Agreement and that are completed or reduced to writing thereafter ("Work Product") will be considered "work(s) made for hire" and will be and remain the exclusive property of the Buyer. To the extent that the Work Product may not be considered work(s) made for hire under the applicable law, Vendor hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns exclusively to Buyer, all rights, title, and ownership interests, including copyright, which Vendor may have in any Work Product or any tangible media embodying such Work Product, without the necessity of any further consideration or instrument of transfer, and Buyer shall be entitled to obtain and hold in its own name, all rights in and to the Work Product. Vendor, for itself and on behalf of its agents, hereby waives any property interest in such Work Product. 20. CANCELLATION Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this Agreement if Vendor breaches any of the terms hereof, including warranties of Vendor. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have at law or in equity. 21. TERMINATION 21.1 Written Notice. The purchase of goods under this Agreement may be terminated by Buyer, in whole or in part, with ar without cause, at any time, upon the delivery to Vendor of a written "Notice of Termination" specifying the extent to which the goods to be purchased under the Agreement is terminated and the date upon which such termination becomes effective. Such right of termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein. 21.2 Non-Annrobriation of Funds. In the event no funds or insufiicient funds are appropriated by City Council in any fiscal period for any payments due hereunder, Buyer will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Buyer of any kind whatsoever, except as to the portions of the payments herein agreed upon far which funds have been appropriated. Sole Source Purchase Agreement-DetectaChem Inc. Page 8 of 21 21.3 Duties and Obli�ations of the Parties. Upon termination of this Agreement for any reason, Vendor shall only be compensated for items requested by the Buyer and delivered prior to the effective date of termination, and Buyer shall not be liable for any other costs, including any claims for lost profits or incidental damages. Vendor shall provide Buyer with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to Buyer information or data, Vendor shall return all Buyer provided information or data to Buyer in a machine-readable format or other format deemed acceptable to Buyer. 22. ASSIGNMENT / DELEGATION No interest, obligation, or right of Vendor, including the right to receive payment, under this contract shall be assigned or delegated to another entity without the express written consent of Buyer. Any attempted assignment or delegation by Vendor shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent, Vendor agrees that Vendor shall provide, at no additional cost to Buyer, all documents, as determined by Buyer, that are reasonably necessary to verify Vendor's legal status and Vendor's transfer of rights, interests, or obligations to another entity. The documents that may be requested include, but are not limited to, Articles of Incorporation and related amendments, Certificate of Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves the right to withhold all payments to any entity other than Vendor if Vendor is not in compliance with this provision. If Vendor fails to provide necessary information in accordance with this section, Buyer shall not be liable for any penalties, fees, or interest resulting therefrom. 23. WAIVER No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration, is in writing, and is signed by the aggrieved party. 24. MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 25. THE AGREEMENT In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement between Buyer and Vendor shall consist of these Standard Terms and Conditions together with any attachments and exhibits. This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of priar dealings between the parties or usage of trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a course of performance under this Agreement shall not be relevant to determine the meaning of this Agreement even though Sole Source Purchase Agreement-DetectaChem Inc. Page 9 of 21 the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code (UCC) is used but not defined within this Agreement, the definition contained in the UCC shall control. In the event of a conflict between the contract documents, the order of precedence shall be as stated in the second paragraph on the first page of this Agreement. 26. APPLICABLE LAW / VENUE This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the Uniform Commercial Code as adopted and amended in the State of Texas. Both parties agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract shall be governed, construed, and enforced under the laws of the State of Texas. 27. INDEPENDENT CONTRACTOR(Sl Vendor shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of Buyer. Vendor shall have exclusive control of, and the exclusive right to control the details of, its operations hereunder and all persons performing same and shall be solely responsible for the acts and omissions of its officers, agents, employees, vendors, and subcontractors. The doctrine of respondeat superior shall not apply as between Buyer and Vendor, its officers, agents, employees, vendors, and subcontractors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Vendor, its officers, agents, employees, vendors, and subcontractors. 28. LIABILITY AND INDEMNIFICATION 28.1 LIABILITY— VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND 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, OR EMPLOYEES. 28.2 GENERAL INDEMNIFICATION — VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND BUYER, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, Sole Source Purchase Agreement-DetectaChem Inc. Page 10 of 21 MALFEASANCE, OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. 28.3 INTELLECTUAL PROPERTY INDEMNIFICATION - VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTION AGAINST BUYER FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM BUYER'S USE OF THE DELIVERABLES INACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THA T THIS A GREEMENT TO DEFEND, SETTLE, OR PA Y SHALL NOT APPL Y IF B UYER MODIFIES OR MISUSES THE DELIVERABLES. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST BUYER PURSUANT TO THIS SECTION, VENDOR SHALL HAVE 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, BUYER SHALL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCHSETTLEMENT, NEGOTIATIONS, OR LAWSUITASNECESSARYTO PROTECT BUYER'S INTEREST, AND BUYER AGREES TO COOPERATE WITH VENDOR INDOING SO. IN THE EVENT BUYER, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST BUYER FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, B UYER SHALL HA VE THE SOLE 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 SHALL FULLY PARTICIPATE AND COOPERATE WITH BUYER IN DEFENSE OF SUCH CLAIM OR ACTION. BUYER AGREES TO GIVE VENDOR TIMELY WRITTENNOTICE OF ANY SUCH CLAIM OR ACTION ALONG WITH COPIES OF ALL PAPERS BUYER MAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, BUYER'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY BUYER UNDER THIS AGREEMENT. IF THE DELIVERABLES 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 I�SE IS MATERIALLYADVERSELYRESTRICTED, VENDOR SHALL, AT ITS OWN EXPENSE: (A) PROCURE FOR BUYER THE RIGHT TO CONTINUE TO USE THE DELIVERABLES; OR (B) MODIFY THE DELIBERABLES TO MAKE THEM NON-INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT B UYER'S A UTHORIZED USE OF THE DELI VERABLES; OR (C) REPLA CE THE DELIVERABLES WITH EQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON-INFRINGING DELIVERABLES AT Sole Source Purchase Agreement-DetectaChem Inc. Page 11 of 21 NO ADDITIONAL CHARGE TO BUYER; OR (D) IF NONE OF THE FOREGOING ALTERNATIVES ARE REASONABLY AVAILABLE TO VENDOR, TERMINATE THIS AGREEMENT AND REFUND ALL AMOUNTS PAID TO VENDOR BY BUYER, SUBSEQUENT TO WHICH TERMINATION BUYER MAY SEEK ANY AND ALL REMEDIES A VAILABLE TO B UYER AT LA W OR IN EQUITY. 29. 30. 31. 32. SEVERABILITY In case any one or more of the provisions contained in this agreement shall for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, which agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. FISCAL FUNDING LIMITATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract, then Buyer will immediately notify Vendor of such occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. NOTICES TO PARTIES Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants, or representatives 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 To VENDOR: DetectaChem Inc. 120 Industrial BLVD Sugar Land, TX. 77478 Jeff DeBaker-Director of Sales 855-573-3537 Ext 706 With copy to Fort Worth City Attorney's Office at same address NON-DISCRIMINATION Vendor, for itself, its personal representatives, assigns, subvendors, and successars in Sole Source Purchase Agreement-DetectaChem Inc. Page 12 of 21 interest, as part of the consideration herein given, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON- DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORS OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND HOLD BUYER HARMLESS FROM SUCH CLAIM. 33. IMMIGRATION NATIONALITY ACT Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement and complete the Employment Eligibility Verification Form (I-9). Upon request by Buyer, Vendor shall provide Buyer with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all federal and state laws and establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY BUYER AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 34. HEALTH. SAFETY. AND ENVIRONMENTAL REnUIREMENTS Services, products, materials, and supplies provided by the Vendor must meet or exceed all applicable health, safety, and the environmental laws, requirements, and standards. In addition, Vendar agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and inspections necessary to provide the products or to perform the services hereunder. Vendor shall indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 35. RIGHT TO AUDIT Vendor agrees that Buyer shall, until the expiration of three (3) years after final payment under this con�ract, 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 recards, of Vendor involving transactions relating to this Agreement at no additional cost to Buyer. Vendar agrees that Buyer shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Sole Source Purchase Agreement-DetectaChem Inc. Page 13 of 21 In-Person audits must be requested with a ten (10) business day advance written notice and are limited to financial transactions relating to the Agreement between City and Vendor Buyer/Seller. In the event of a quality issue, detailed agendas must be provided and approved in advance. The Buyer's right to audit, as described herein, shall survive the termination and/or expiration of this Agreement. 36. DISABILITY In accordance with the provisions of the Americans with Disabilities Act of 1990 (ADA), Vendor warrants that it and all of its subcontractors will not unlawfully discriminate on the basis of disability in the provision of services to general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Vendor or any of its subcontractors. Vendor warrants it will fully comply with ADA's provisions and any other applicable federal, state and local laws concerning disability and will defend, indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or subcontractors against Buyer arising out of Vendor's and/or its subcontractor's alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. 37. DISPUTE RESOLUTION If either Buyer or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered, or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, whether through email, mail, phone conference, in-person meetings, or other reasonable means, to resolve any claim, dispute, breach, or other matter in question that may arise out of or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non- binding mediation upon written consent of authorized representatives of both parties. If the parties do not agree to mediation, ar if the parties submit the dispute to non-binding mediation but cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. 38. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT 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 Buyer is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. To the extent the Chapter 2271 of the Government Code is applicable Sole Source Purchase Agreement-DetectaChem Inc. Page 14 of 21 to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the Buyer that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 39. PROHIBITION ON BOYCOTTING ENERGY COMPANIES If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the Buyer is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies, and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the Buyer that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 40. PROffiBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, the Buyer 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 ar 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 the Buyer 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. 4L INSURANCE REnUIREMENTS 41.1 Covera�e and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence Sole Source Purchase Agreement-DetectaChem Inc. Page 15 of 21 $2,000,000 - Aggregate (b) Automobile Liability: NOT REQUIRED $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor or its employees, agents, or representatives in the course of providing services under this Agreement. "Any vehicle" shall include any vehicle owned, hired, and non-owned. (c) Workers' Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' Liability: $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endarsement to the Commercial General Liability (CGL) policy or through a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made and maintained for the duration of the contractual agreement and for two (2) years following completion of services. An annual certificate of insurance shall be submitted to Buyer to evidence coverage. 412 General Requirements (a) The commercial general liability and automobile liability policies shall name Buyer as an additional insured thereon, as its interests may appear. The term `Buyer" shal] include its employees, officers, officials, agents, and volunteers with respect to the contracted services. Sole Source Purchase Agreement-DetectaChem Inc. Page 16 of 21 (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of Buyer. (c) A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to Buyer. At least ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of Buyer to request required insurance documentation shall not constitute a waiver of the insurance requirement. (fj Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the Buyer prior to Vendor proceeding with any work pursuant to this Agreement. Sole Source Purchase Agreement-DetectaChem Inc. Page 17 of 21 Exhibit B Scope of Services 1. Purpose Provide field-deployable chemical detection capabilities for the rapid identification of suspected controlled substances, synthetic drugs, explosive precursors, and hazardous compounds. Services support evidence-based decision-making, officer safety, and streamlined criminal investigations. 2. Requirements • On-scene chemical testing kits (listed in Exhibit C) to identify narcotics including (but not limited to): o Fentanyl and fentanyl analogs o Methamphetamine o Cocaine o Heroin o MDMA o THC and synthetic cannabinoids o Ketamine o PCP o Generic opioid and poly-drug panels as available • SDSLG UHVXOWV, WISLFD001 " S PLQXWHV SHU SRXFK. • Colorimetric ar optical-read test confirmation observable by trained personnel or via the MobileDetect app. • Minimal sample volume requirements, including residue-only sampling. • Field use without laboratory infrastructure Sole Source Purchase Agreement-DetectaChem Inc. Page 18 of 21 FXHIBIT C PRiCE SCHEDiJLE DRUG DETECTION TESTS: MDD-DCO-AOR-10 - MobileDetect Pouch - Cocaine w/QR (DCO) 10 cnt. $24.90 MDD-DCT-AQR-10 - MobileDetect Pouch - CBD/THC Differentiator, >03% w/QR (DCT) 10 cnt. $39.90 MDD-DC-TRL - MobileDetect Trial Pack - Customer's Choice of Pouches $40.00 MDD-DDM-AQR-10 - MobileDetect Pouch - DDM w/QR (DMT) 10 cnt. $34.90 MDD-DGH-AQR-10 - MobileDetect Pouch - GHB w/QR (DGH) 10 cnt. $24.90 MDD-DGS-AQR-10 - MobileDetect Pouch - Gen Screen/Opiates w/QR (DGS) 10 cnt. $24.90 MDD-DHE-AOR-10 - MobileDetect Pouch - Heroin w/QR (DHE) 10 cnt. $24.90 MDD-DKE-AQR-10 - MobileDetect Pouch - Ketamine w/QR (DKE) 10 cnt. $24.90 MDD-DLS-AQR-10 - MobileDetect Pouch - LSD w/QR (DLS) 10 cnt. $24.90 MDD-DME-AQR-10 - MobileDetect Pouch - METH/MDMA w/QR (DME) 10 cnt. $24.90 MDD-DPC-AQR-10 - MobileDetect Pouch - PCP w/QR (DPC) 10 cnt. $24.90 MDD-DSO-AQR-10 - MobileDetect Pouch - Special Opiates w/QR (DSO) 10 cnt. $24.90 MDD-DSY-AQR-10 - MobileDetect Pouch - Synthetic Cannabinoids w/QR (DSI� 10 cnt. $24.90 MDD-DTH-AQR-10 - MobileDetect Pouch - THC w/QR (DTH) 10 cnt. $24.90 MDD-MDT-AQR-10 - MobileDetect Pouch - Multi Drug Test w/QR & Color Chrt. (MDT) 10 cnt. $34.90 MDD-SBZB-BOX-10 - Kit, 10 MobileDetect Benzodiazepines Test Kit Bags in a Box $38.90 MDD-SBZL-BOX-10 - Kit, 10 MobileDetect Benzodiazepines Test Kits in a Box $34.90 Sole Source Purchase Agreement-DetectaChem Inc. Page 19 of 21 MDD-SCOB-BOX-10 - Kit, 10 MobileDetect Cocaine Test Kits Bags in a Box $33.90 MDD-SCOL-BOX-10 - Kit, 10 MobileDetect Cocaine Test Kits in a Box $29.90 MDD-SFXB-BOX-10 - Kit, 10 MobileDetect Fentanyl + Xylazine Combo Test Kit Bags in a Box $58.90 MDD-SFXL-BOX-10 - Kit, 10 MobileDetect Fentanyl + Xylazine Combo Test Kits in a Box $54.90 MDD-SFYB-BOX-10 - Kit, 10 MobileDetect Fentanyl Test Kit Bags in a Box $38.90 MDD-SFYL-BOX-10 - Kit, 10 MobileDetect Fentanyl Test Kits in a Box $34.90 MDD-SK2K3L-BOX-10 - Kit, 10 MobileDetect Sri-ip - K2/K3 Test Kits in a Box $44.90 MDD-SK2K3L-DSY-10 - Kit, MobileDetect - Multi-Syntherics Test $54.90 MDD-SK2L-BOX-10 - Kit, 10 MobileDetect Strip - K2 Drug Test Kits in a box $29.90 MDD-SK3L-BOX-10 - Kit, 10 MobileDetect Sri-ip - K3 Test Kits in a Box $29.90 MDD-SMTB-BOX-10 - Kit, 10 MobileDetect Medetomidine Test Kit Bags in a Box $48.90 MDD-SMTL-BOX-10 - Kit, 10 MobileDetect Medetomidine Test Kits in a Box $44.90 MDD-SMUB-BOX-10 - Kit, 10 MobileDetect Mushroom Test Kit Bags in a Box $38.90 MDD-SMUL-BOX-10 - Kit, 10 MobileDetect Mushroom Test Kits in a Box $34.90 MDD-SNTB-BOX-10 - Kit, 10 MobileDetect Nitazenes Test Kit Bags in a Box $48.90 MDD-SNTL-BOX-10 - Kit, 10 MobileDetect Nitazene Test Kits in a Box $44.90 MDD-SXYB-BOX-10 - Kit, 10 MobileDetect Xylazine Test Kit Bags in a Box $48.90 MDD-SXYL-BOX-10 - Kit, 10 MobileDetect Xylazine Test Kits in a Box $44.90 Sole Source Purchase Agreement-DetectaChem Inc. Page 20 of 21 F_XHTBIT D Vendor's Sole Source Justification Letter '�1�, DETECTACHEM .� ACCURACY• MCBIUTY'• AEUABiLI�Y To whom it may concern, Detectachem Inc. kocated at 120 Industrial Blvd. Sugar Land Texas, is the sole manufacturer of the MobileDetect product, and as such, any other entity offering the product, will purchase from Detectacham Inc. No other entity is licensed to manufacture, repurpose, or alter it in any way mechanically, electronically, or via programming, and all aspects of the product are proprietary to Detectachem Inc. Thankyou, —�� D�� _ �.. Detecta Chem Jeff DeBaker � Account Manager Sole Source Purchase Agreement-DetectaChem Ine. Page 21 of 21 1 . �'► DETECTA�HEM .�- ACCl1RACY• M�BILITY• RELlABILITY To whom it may concern, Detectachem Inc. located at 120 Industrial Blvd. Sugar Land Texas, is the sole manufacturer of the MobileDetect product, and as such, any other entity offering the product, will purchase from Detectacham Inc. No other entity is licensed to manufacture, repurpose, or alter it in any way mechanically, electronically, or via programming, and all aspects of the product are proprietary to Detectachem Inc. Thank you, �,� ����� �,'��� Detecta Chem Jeff DeBaker � Account Manager ��RT ��RTH� City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: DetectaChem Inc. Sub�eCt Of the Agreement: Field-deployable chemical detection kits M&C Approved by the Council? * Yes ❑ No 0 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 Ifso, provide the original contract numbe� and the amendment nu�nber. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific info�mation is Confidential, please list what information is Confidential and the page it is located. Effective Date: On ACMs signature Expiration Date: 5-years after ACM signature If different f�o�n the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No 0 *If so, please ensure it is attached to the approving M&C or attached to the contr�act. Project Number: Ifapplicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processin� in the followin� order: l. Katllerine Cenicola (Approver) �. Jannette S. Goodall (Signer) �. Allison Tidwell (Form Filler) *Indicates the info�mation is required and if the information is not provided, the contract will be returned to the department.