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HomeMy WebLinkAbout065033 - General - Contract - Thomas Scientific, LLCCSC No. 65033 FORT WORTH,., VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and Thomas Scientific, LLC ("Vendor"). City and Vendor are each individually referred to as a "party" and collectively referred to as the "parties." The term "Vendor" shall include Vendor, its officers, agents, employees, representatives, contractors or subcontractors. The term "City" shall include its officers, employees, agents, and representatives. CONTRACT DOCUMENTS: The contract documents shall include the following: OFFICIAL RECORD 1. This Vendor Services Agreement; 2. Exhibit A — Vendor's Written Quote; CITY SECRETARY 3. Exhibit B — Conflict of Interest Questionnaire; and FT. WORTH, TX 4. Exhibit C — Delegation of Signature Authority. 1. Scope of Services. This agreement is for the Purchase and installation of an Ultra -Pure Water Purification System with accessories for the Water Laboratory Division located at 2600 SE Loop, Fort Worth, Texas 76140 ("Services"), which are set forth in more detail in Exhibit "A"— Vendor's Written Quote, attached hereto and incorporated herein for all purposes. 2. Term. The term of this Agreement begins on the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date") and expires on September 30, 2026, unless terminated earlier in accordance with this Agreement ("Initial Term"). 3. Compensation. 3.1 Total compensation under this Agreement will not exceed Eighteen: Thousand Five Hundred Ninety dollars and Eleven: Cents ($18,590.11). 3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and the provisions of this Agreement, including Exhibit "A"— Vendor's Written Quote, which is attached hereto and incorporated herein for all purposes. 3.3 Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. Vendor Services Agreement Page 1 of 11 Docusign Envelope ID: AE56260E-0316-8509-80A5-6B425D8EAF88 final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a co -employer or a joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPREENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTIONAGAINST CITY FOR INFRINGEMENT OFANYPA TENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITrS USE OF THE SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, Vendor Services Agreement Page 3 of 11 Docusign Envelope ID: AE56260E-0316-8509-80A5-6B425D8EAF88 SETTLE OR PAY WILL NOT APPLYIF CITYMODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, CITY WILL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTEREST, AND CITYAGREES TO COOPERATE WITH VENDOR INDOING SO. IN THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY WILL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, VENDOR WILL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTENNOTICE OFANYSUCH CLAIM OR ACTION, WITH COPIES OF ALL PAPERS CITY MAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT OR COMPROMISE, SUCH USE IS MA TERMLL Y AD VERSEL Y RES TRICTED, VENDOR WILL, AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION, OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MA TERIALL Y AD VERSEL Y AFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND DOCUMENTATION WITH EQUALL Y SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MA Y SEEK A NY AND A LL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee will be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and Vendor Services Agreement Page 4 of 11 Docusign Envelope ID: AE56260E-0316-8509-80A5-6B425D8EAF88 obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the Services are being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage must be claims -made, and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance must be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. Vendor Services Agreement Page 5 of 11 Docusign Envelope ID: AE56260E-0316-8509-80A5-6B425D8EAF88 (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 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- VH in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: Vendor Services Agreement Page 6 of 11 Docusign Envelope ID: AE56260E-0316-8509-80A5-6B425D8EAF88 To CITY: City of Fort Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to the Fort Worth City Attorney's Office at the same address To VENDOR: Thomas Scientific, LLC Debi Brucker, Team Lead and Randall Gilliland, SVP Supply Chain 1654 High Hill Road Swedesboro, NJ 08085 14. Solicitation of Employees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance the notice section of this Agreement. Vendor Services Agreement Page 7 of 11 Docusign Envelope ID: AE56260E-0316-8509-80A5-6B425D8EAF88 20. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement, including the attached exhibits. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including the attached exhibits, contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 25. Warranty of Services. Vendor warrants that its services 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 option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 26. Immigration and Nationality Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not 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 Vendor Services Agreement Page 8 of 11 Docusign Envelope ID: AE56260E-0316-8509-80A5-6B425D8EAF88 and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 28. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Company Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact invoice payments. 30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. The terms "boycott Israel" and "company" have the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 31. 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 City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 32. Prohibition on Discrimination 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 except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly 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 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 Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that Vendor Services Agreement Page 9 of 11 Docusign Envelope ID: AE56260E-0316-8509-80A5-6B425D8EAF88 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. 33. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. (signature page follows) (remainder of this page intentionally left blank) Vendor Services Agreement Page 10 of 11 Docusign Envelope ID: AE56260E-0316-8509-80A5-6B425D8EAF88 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: By: 00* v Name: Jesica McEachern Title: Assistant City Manager Date: 04/14/2026 VENDOR: Thomas Scientific, LLC: By: I Name: Debi Brucker Title: Team Lead Date: 04/09/2026 Name: Randall Gilliland Title: SVP Controller Date: 04/09/2026 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: C F s Harder (Apr 9, 2026 15:48:26 J T ) Name: IChristopher Harder, P.E. Title: Water Department Director Attest: By: Name Title: onq pp0 ....... 9A0 O ,-i0 OV8 oo=e° ua,,,�-� }� .,�C9vxa acIln�z45o4 Jannette Goodall City Secretary Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: /" Name: Patty J an ilson Title: Contract Services Administrator Approved as to Form and Legality: Contract Authorization: By: M&C: Not Required. Name: Title: Form 1295: Not Required. Douglas Black (Apr 10, 2026 14:00:09 CDT) Douglas Black Senior Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page I1 of 11 Docusign Envelope ID: AE56260E-0316-8509-80A5-6B425D8EAF88 Thomas Scientific, LLC 1654 High Hill Rd, Swedesboro, NJ 08085 Candler, NC I Greensboro, NC I Irvine, CA San Jose, CA I Santa Clara, CA Quote Number 00240525 Created Date 3/9/2026 11:48 AM Expiration Date 6/10/2026 Account Name CITY OF FORT WORTH Account# TX086400 Terms N30 Bill To Name CITY OF FORT WORTH Bill To FORT WORTH CITY WATER DEPT LABORATORY SERVICE ACCOUNTS PAYABLE DEPARTMENT FORT WORTH, TX 76102-6314 United States Sales Contact Name Email Phone Prepared By Email matt.miles@thomassci.com (856)544-7447 Debi Brucker debi.brucker@thomassci.com EXHIBIT A Thomas Scientific I QUOTATION Ship To Name CITY OF FORT WORTH Ship To 2600 SE LOOP 820 FORT WORTH, TEXAS 76140 United States To Place an Order Online Orders www.thomasSci.com Via Email CustomerService@ThomasSci.com Via Phone (833) 544-7447 special-nhp ZEQ7000TOC Milli-Q@ EQ 7000 water purification system special-nhp BTEQODKT MILLI-Q-(R) EQ 7 SERIES BENCHTOP KIT FOR FOR THE HUMAN MACHINE INTERFACE (HMI) SMEQOOKT MILLI-Q-(R) EQ 7 SERIES SYSTEM MOUNTING KIT FOR THE special nhp ULTRA -PURE WATER DISPENSER Q-POD special-nhp IPAKKIT00 Milli-Q@ polishing kit for purified water special-nhp MPGP002A1-Millipak@ 0.22pm filter special-nhp ZWMQOEQINI- Milli-Q EQ 7000 Installation special-nhp ZWAAZONE2 -TRAVEL ZONE 2 special-nhp ZFCBEQOUS Country box Milli-Q EQ7000 US $13,689.95 1.00 1/EA $13,689.95 $271.57 1.00 1/EA $271.57 $1,162.63 1.00 1/EA $1,162.63 $1,385.78 1.00 1/EA $1,385.78 $299.60 1.00 1/EA $299.60 $1,152.94 1.0001/EA $1,152.94 $496.05 1.001/EA $496.05 $131.59 1.00 1/EA $131.59 Manufacturer Warranty applies, see following page for details Subtotal $18,590.11 Total Price $18,590.11 Grand Total $18,590.11 All purchases of products from Thomas Scientific, LLC are governed by the TERMS AND CONDITIONS OF SALE FOR THOMAS SCIENTIFIC, LLC (the "Terms") which may be available at TERMS AND CONDITIONS OF SALE FOR Thomas Scientific LLC. The prices Docusign Envelope ID: AE56260E-0316-8509-80A5-6B425D8EAF88 Thomas Scientific, LLC 1654 High Hill Rd, Swedesboro, NJ 08085 Thomas Scientific QUOTATION provided in any quotes or listed on Thomas Scientific, LLC's website are based on and assume that the Terms apply. As such, your purchase of Goods (as defined in the Terms) and Thomas Scientific LLC's sale of the Goods are and at all times will be governed by the Terms, which are hereby deemed to be incorporated into and to form an integral part of this purchase. Any terms and conditions supplied by you/purchaser are not accepted and deemed void. By submitting or proceeding with the purchase, you/purchaser hereby acknowledge that the Terms apply to the purchase of the Goods and that they may not be varied, except by a written signature of an authorized representative of Thomas Scientific LLC. IMPORTANT NOTICE Due to Thomas Scientific's inability to return un-used inventory of certain products to our manufacturing partners, we must require certain limitations when these items are purchased. Transport Media, Swabs, Automation Pipette Tips, PCR Plates, and Personal Protective Equipment are all considered Final Sale, Non -Cancellable, and Non -Returnable products. RETURN POLICY All returns must have prior authorization from Thomas Scientific and must be requested within 30 days of delivery. Products returned without prior authorization will be returned freight collect. All products returned are subject to a minimum 20% restocking fee. Customer will be responsible for all transportation fees on returns not due to Thomas Scientific error. Products generally not subject to return include: Items not purchased from Thomas Scientific. Products not in original packaging, including products with damaged, missing, or defaced labeling and packaging. All original manuals, instructions, warnings, and warranties must be included. Products must not have been customized, modified or damaged in any way. Items purchased on a "special order" basis or discontinued products. Chemicals, diagnostics, sterile or controlled products. Products which are not inventoried by Thomas Scientific and are not able to be returned to the manufacturer. Products with an expired shelf life or short expiration dating less than six (6) months. Refrigerated products or other perishables. Products that may be identified as high demand due to a pandemic, epidemic or other situations of crisis ** To begin your return process, please complete our Return Authorization Form by visiting www.thomassci.com/returns. ** Please note that in times of crisis or emergencies, demand can significantly exceed supply. This can result in allocations of products by our suppliers and for our customers. As a result, our terms may be amended, such as requiring payment in advance, freight charges and products that are considered Final Sale and/or Non -Returnable and/or Non -Cancellable. MilliporeSigma Warranty Details: 7. Limited Warranties 7.1 Seller warrants to Purchaser that Products will conform to Seller's published specifications for (a) one (1) year from the date of shipment of Products or (b) the remaining shelf life or the period prior to the expiration date of Product, whichever is shorter. 7.2 Seller warrants that Services shall be performed in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and Seller shall devote adequate resources to meet its obligations under the Agreement. Any claim that Seller has breached the obligation herein must be made within the ninety (90) day period after the performance of the applicable Services. 7.3 Seller warrants that the Software, including any upgrades thereto, will materially conform to published specifications for one (1) year from date of delivery. 7.4 Except for the warranties set forth above, Seller makes no warranty whatsoever with respect to Products (including any uses thereof), Services, the Software or any technical assistance or information that it provides, including (a) warranty of merchantability; (b) warranty of fitness for a particular purpose; or (c) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise. Any suggestions by Seller regarding use, selection, application or suitability of Products shall not be construed as an express or implied warranty. 7.5 The limited warranties set forth above do not apply unless: (a) Purchaser gives written notice of the defect(s) to Seller immediately upon discovery; (b) if applicable, Seller is given reasonable opportunity to examine the relevant Products, Services or Software; and (c) the defect(s) are verified by Seller. 7.6 The limited warranty set forth in Section 7.1 does not apply if: (a) a defect arises as a result of a breach of the obligations in Section 3; (b) any unauthorized installation, repairs, modifications, upgrades, maintenance or other servicing of Products occurs; (c) a defect arises as a result of normal wear and tear or lack of proper maintenance; or (d) Products are used beyond the shelf life or expiration date as set forth in the applicable Use Documents. 7.7 The limited warranty set forth in Section 7.2 does not apply if an equipment failure or defect results directly or indirectly from the following: (a) non-compliance with Use Documents; (b) any misuse, theft, water flow -back, neglect or wrongful act by Purchaser, its contractors or agents; (c) accidents or shipping related damage; (d) electrical failure; (e) vandalism, explosion, flood or fire, weather or environmental conditions; or (f) any unauthorized installation, repairs, modifications, upgrades, maintenance or other servicing. If this limitation applies but Seller, at its sole discretion, elects to re -perform the applicable Services, Purchaser may be charged for fees and expenses, including but not limited to travel costs and any working time of Seller's employees, contractors or agents (at list rate). 7.8 The limited warranty set forth in Section 7.3 does not apply to any defects arising out of or relating to (a) Purchaser's breach of Section 6.4; (b) Purchaser's failure to promptly install required updates; or (c) the operation of Purchaser or a third -party system or network. 7.9 Subject to the conditions set forth above in this Section, including the time limitations set forth in Sections 7.1, 7.2 and 7.3, Seller shall, in its sole discretion (a) with respect to Products or Software, either repair or replace Products or Software (or the defective part thereof) and if Seller is unable to repair or replace, Seller shall credit the price of such Products, Software or the part thereof; or (b) with respect to Services, re -perform the applicable Services or credit the price of such Services at the pro rata contract rate. The remedies set forth herein shall be Purchaser's sole and exclusive remedy and Seller's entire liability for any breach of its warranty. Docusign Envelope ID: AE56260E-0316-8509-80A5-6B425D8EAF88 B iJ11111 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. Thomas Scientific, LLC 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated ❑ completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. Name of Officer 4 Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes 0 No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? 11 Yes 10 No 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. 6 Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 71 Digitally signed by Debi Debi Brucker Debi Brucker D`Date:2 e2026.03.10 3/10/26 13:46:26-04'00' Name of signatory Signature Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 8/14/2024 Docusign Envelope ID: AE56260E-0316-8509-8OA5-6B425D8EAF88 Docusign Envelope ID: 1EBF9F39-BA3E-4E7C-9144-883OB60AA0B3 Thomas -' Scientific I CERTIFICATE OF CHIEF FINANCIAL OFFICER Delegation of Authority I, Adrian Whipple, Chief Financial Officer of Thomas Scientific, LLC, a Delaware Limited Liability Company (the "Company"), hereby certify on behalf of the Company, and not in an individual capacity, as follows: Purpose and Scope This Delegation of Authority ("DOA") governs authority to execute binding customer contracts on behalf of the Company. Except as expressly stated herein, this DOA does not authorize negotiation authority, pricing deviations, or commitments outside Company policy. Condition Precedent to Contract Execution Notwithstanding any delegation of authority set forth herein, all contract signature authority granted under this DOA is expressly conditioned upon (i) all required internal approvals being obtained in writing prior to execution in accordance with Company policy, including executive, finance, pricing, and legal approvals, as applicable, and (ii) completion and approval of all required CPM models, financial analyses, and review of non-standard terms prior to execution. Approval authority may not be further delegated unless expressly authorized in writing by the CEO or CFO. Mandatory Dual -Signature Requirement Except as set forth in Section 1 below, all customer contracts, agreements, amendments, renewals, statements of work, and related binding documents must be executed with two authorized signatures: (i) one authorized Sales signatory pursuant to this DOA, and (ii) one authorized financial or operational signatory, which must be either the Senior Vice President of Accounting (Controller) or the Senior Vice President of Supply Chain. Agreements executed without both required signatures shall be deemed outside the scope of this DOA and shall be null and void unless expressly ratified in writing by the CFO or CEO. Contract Review and Routing Requirement All customer and vendor contracts, regardless of dollar value or counterparty, must be submitted to and reviewed by the Company's Contracts function via contracts@thomassci.com prior to execution. Contracts review is required regardless of signatory authority level. Delegated Authority Levels Authority thresholds are based on anticipated annual revenue, defined as the maximum revenue reasonably expected in any twelve-month period, inclusive of amendments, renewals, and change orders. 1. Greater than $500,000 — Executive Authority (Dual Signature Not Required) The following executives are authorized to execute customer contracts involving anticipated annual revenues greater than $500,000. Contracts executed under this section do not require dual signatures: William Balaun — President & CEO Adrian Whipple —CFO William Karpus—CIO Rev. 02.01.26 Docusign Envelope ID: AE56260E-0316-8509-80A5-6B425D8EAF88 Docusign Envelope ID: 1EBF9F39-BA3E-4E7C-9144-8830B60AAOB3 v F 2. Up to $500,000 —SVP Authority (Dual Signature Required) With prior CEO or CFO approval, the following individuals are authorized to execute customer contracts involving anticipated annual revenues up to $500,000, subject to the dual -signature requirement: James Morrel —SVP Sales Michael Williamson —SVP Sales Brad Johnson — SVP Sales - NCI Randall Gilliland —SVP Supply Chain Angela Hippie —SVP Controller I Up to $250,000 —VP Authority (Dual Signature Required) With SVP approval or above, the following individuals are authorized to execute customer contracts involving anticipated annual revenues up to $250,000, subject to the dual -signature requirement: Ryon Mazzocco — VP Sales Glenn Witkoski — VP Sales Aaron Keating — VP Sales David Gautreaux — VP Sales Amy Debroczy — VP Sales Mike Hehr—VP Sales - NCI Matt Lane — VP Sales Brad Brown — VP Sales —Arrowhead Forensics Randall Gilliland —SVP Supply Chain Angela Hippie —SVP Controller 4. Up to $100,000 — Director Authority (Dual Signature Required) With VP approval or above, the following individuals are authorized to execute customer contracts involving anticipated annual revenues up to $100,000, subject to the dual -signature requirement: Jim Losinski —Sr. Director, Public Sector Megan King— Director, Corporate Pricing & Contracts Randall Gilliland —SVP Supply Chain Angela Hippie —SVP Controller 5. Up to $25,000 — Manager Authority (Dual Signature Required) With Manager approval or above, the following individual is authorized to execute customer contracts involving anticipated annual revenues up to $25,000, subject to the dual -signature requirement: Debi Brucker —Team Leader, Bids & Quotations Randall Gilliland —SVP Supply Chain Angela Hippie —SVP Controller Docusign Envelope ID: AE56260E-0316-8509-8OA5-6B425D8EAF88 Docusign Envelope ID: 1EBF9F39-BA3E-4E7C-9144-883OB60AAOB3 Thomas Scientific CERTIFICATE OF CHIEF FINANCIAL OFFICER Exclusions and Exceptions This DOA does not apply to agreements involving intellectual property licensing, data processing or privacy agreements, government or public sector contracts, financing arrangements, or non-standard indemnification or limitation of liability provisions, each of which requires separate written approval from Legal and the CFO. Effective Date and Revocation This DOA is effective as of the date signed below and supersedes all prior delegations of authority related to customer contract execution. The Company reserves the right to amend or revoke this DOA at any time. Authority granted hereunder automatically terminates upon role change or termination of employment. IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of February 2026: Adrian Whipple Chief Financial Officer MOUM NL04". William Balaun Chief Executive Officer Rev. 02.01.26 FORTWORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Thoman Scientific, LLC Subject of the Agreement: Vendor will provide the Water Department Laboratory Division with a New Ultra -Pure Water System. Vendor will also, install the equipment at the Water Laboratory Division's Facility. M&C Approved by the Council? * Yes ❑ No 8 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 19 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No ® If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: The date our ACM signs it. If d fferent from the approval date. Expiration Date: 9-30-2026 f applicable. Is a 1295 Form required? * Yes ❑ No 8 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: Ifapplicable. '' Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract it, ill be returned to the department.