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HomeMy WebLinkAbout065062 - General - Contract - AGS Scientific, Inc.CSC No. 65062 FORT WORTH. VENDOR SERVICES AGREEMENT (`Information ?Technology) This 'Vendor Services Agreement ("Agreement") is made and entered into by and between the City of Fort Worth, a Texas home -rule municipal corporation, by and through its duly authorized Assistant City Manager (the "City" ) and AGS Scientific, Inc. ("Vendor"), a Delaware corporation, by and through its duly authorized representative. City and Vendor are each individually referred to herein as a "party" and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: OFFICIAL RECORD 1. This Vendor Services Agreement; CITY SECRETARY 2. Exhibit A— Vendor's Written Quote; FT. WORTH, TX 3. Exhibit B — Conflict of Interest Questionnaire; 4. Exhi bit C — Vendor's Terms and Conditions; and 5. Exhibit D — Network Access Agreement. All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Agreement shall control. The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents, employees, representatives, servants, contractors or subcontractors. The term "City" shall include its officers, employees, agents, and representatives. l . Scope of Services. This agreement is for the Purchase and Installation of Model RA-7000A Mercury Analyzer w/SANPRA3 ("Equipment"), training, instrument controller, and QC Software Package ("Implementation Services") for the Water Laboratory Division located at 2600 SE Loop 820, fort Worth, Texas 76140, and subsequently, for Annual Preventative Maintenance and Repair Services to include parts, labor and travel expenses ("Maintenance Services") Specifically, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as the "Services." Vendor shall perform the Services in accordance with standards in the industry for the same or similar services. in addition, Vendor shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A, the terms and conditions of this Agreement shall control. 2. Term. The initial term of the Agreement shall begin on the date this Agreement is executed by the City's Assistant City Manager below ("Effective Date"), unless terminated earlier in accordance with ("Initial Term") and shall expire once Vendor provides, and the City accepts, written confirmation that the Implementation Services are completed. Vendor Services Agreement -- Technology (Rev. 8J 19) Page 1 of 18 Upon the completion of the Initial Term, the Agreement shall automatically convert into a maintenance and repair agreement for the Maintenance Services under the terms and conditions therefore expressed herein. The maintenance and repair version of this Agreement may be renewed annually atthe City"s sole option for up to four (4) one-year renewal terms, each a "Renewal Term". 3. Compensation. The City shall pay Vendor in accordance with the Texas Prompt Payment Act, Chapter 2251 of the Texas Government Code, as supplemented by provisions of this Agreement and Exhibit "A", , which is attached hereto and incorporated herein for all purposes. Total compensation for the Initial Term of this Agreement for the initial Term., which shall include the Equipment and Implementation Services shall be in the amount of Forty -Three Thousand Five Hundred Sixty -Three Dollars and Zero Cents ($43,563.00). Total annual compensation Maintenance Services, including Maintenance Services performed during each Renewal Term under this Agreement Six Thotisand Nine Hundred Dollars and Zero Cents ($6,900.00). Vendor shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of Vendor within thirty (30) days of receipt of such invoice. Vendor may charge interest on late payments not to exceed one percent (1%0). 4. Termination.. 4.1. Convenience. Either the City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2. Breach. If either party commits a material breach of this Agreement, the non - breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach within ten (10) calendar days after receipt of notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non -breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 4.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by tlae City in any fiscal period for any payments due hereunder, the City 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 the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to the City in a machine-readable format or other format deemed acceptable to the City. Disclosure of Conflicts and Confidential Information. 5.1. Disclosure of Conflicts. Vendor hereby warrants to the City that Vendor has made Vendor Services Agreement —Technology (Rev. 8119) Page 2 of 18 full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to the City in writing. 5.2. Confidential information. The City acknowledges that Vendor may use products, materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Vendor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3. Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. If in the event Vendor is required to release information and desires to pursue any judicial remedy, the Vendor agrees it is solely responsible for obtaining such relief. 5.4. Unauthorized Access. Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. Right to Audit. 6.1. Vendor agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the City. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor not less than 10 days written notice of any intended audits. 6.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days written notice of any intended audits. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as Vendor Services Agreement -Technology (Rev. 8/ 19) Page 3 of 18 an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall 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, contractors and subcontractors. Vendor acknowledges that the doctrine of respondeal superior shall not apply as between the City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of Vendor or any officers, agents, servants, employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall 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 subcontractors. 8. LIABILITY AND INDEMNIFICATION. 8.1. LIABILITY - VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 8.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, 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 EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEE, S. 8.3. INTELLECTUAL PROPERTY INFRINGEMENT. 8.3.1. The Vendor warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: the Equipment, programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section 8.3, each may be individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. 8.3.2. Vendor shall be liable and responsible for any and all claims made against the City 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 City's continued use of the Deliverable(s) hereunder. Vendor Services Agreement, Technology (Rev. 8/19) Page 4 of 18 8.3.3. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service marls, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, 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, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City 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 the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the Deliverable(s), 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 and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing Deliverable(s) 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 the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. 9. Software License to City. If this purchase is for the license of software products and/or services, and unless otherwise agreed, Vendor hereby grants to City, 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 City for its sole use for purposes under this Agreement and any attached work orders or invoices. The City may not use or share this software without permission of the Vendor; however City may make copies of the software expressly for backup purposes. 10. Assigrunent and Subcontracting. 10.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Vendor Services Agreeinent — Technology (Rev. 8/19) Page 5 of 18 Agreement. The Vendor and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City giants consent to a subcontract, the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of any such subcontract. 11. Insurance. 11.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 11.1.1. Commercial General Liability: ll.l.l.l. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 11.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. 1 l .1.1.3. Defense costs shall be outside the limits of liability. 11.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned, non -owned, or hired vehicles, with a combined limit of not less than $1,000,000 per occurrence. 11.1.3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000 aggregate limit. 11.1.4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 11.1.5. Technology Liability (Errors & Omissions) 11.1.5.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 11,1.5.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -farm provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 11.1.5.3. Coverage shall include, but not be limited to, the following: 11.1.5.3.1. Failure to prevent unauthorized access; Vendor Services Agreement — Technology (Rev. 8119) Page 6 of 18 11.1.5.3.2. Unauthorized disclosure of information; 11.1.5.3.3. Implantation of malicious code or computer virus; 11.1.5.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 11.1.5.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 11.1.5.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 11.1.5.3.7. Any other insurance as reasonably requested by City. 11.2. General Insurance Requirements: 11.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 11.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 11.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. 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 Fork Worth Trail, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. Vendor Services Agreement — Technology (Rev. 8f 19) Page 7 of 18 11.2.4. 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- V11 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. 11.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 11.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 12. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 13. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, 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, subcontractors or successors in interest, 'Vendor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 14. Notices. 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, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO THE CITY: City of Fort Worth Attn: City Manager 100 Fort Worth Trail Fort Worth TX 76102 With Copy to the City Attorney at same address TO VENDOR: AGS Scientific, Inc. Attn: Jason Gray, President 2010 E Villa Maria Road, STE C Bryan, Texas 77802 15. Solicitation of Employees. Neither the City nor Vendor shall, 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. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. lf. Governmental Powers. It is understood and agreed that by execution of this Agreement, Vendor Services Agreement— Technology (Rev. 8/19) Page 8 of 18 the City does not waive or surrender any of its governmental powers. 17. No Waiver. The failure of the City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 18. Governing Law and Venue. This Agreement shall be construed in accordance with tyre laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the ]northern District of Texas, Fort Worth Division. 19. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 20. Force Majeure. City and Vendor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall 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 gover•runent law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, epidemics or pandemics, 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, and/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 hinders the party's performance, as soon as reasonably possible, as determined in the City's discretion, after the occurrence of the Force Majeure Event. The form of notice required by this section shall be the same as section 13 above. 21. Headings Not Controlling,. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 22. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 23. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, and duly executed by an authorized representative of each party. 24. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the 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. 25. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page Vendor Services Agr►;ernent — Technology (Rev. 8/19) Page 9 of 18 shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 26. Warran!y of Services. Vendor warrants that its services will be of a professional 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 shall 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 the City to Vendor for the nonconforming services. 27. Network Access. 2TI. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "E" and incorporated herein for all purposes. 27.2 28. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Vendor shall provide City 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 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 SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 29, Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if either City 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 commence the resolution process and make a good faith effort, either 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 patties may submit the matter to non -binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be mutually agreed on by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties 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. Notwithstanding, the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties Vendor Services Agreement — Technology (Rev. 8/19) Page 10 of 18 and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 30. No Boycott of Israel. If Vendor has fewer than 10 employees or the 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, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement, 31. Signature Authority. The person signing this agreement hereby warrants that he/she has 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(s) hereto, may be executed by any authorized representative of Vendor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 32. Survival of Provisions. The parties' duties and obligations pursuant to Section 4.4 (Duties and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6 (bight to Audit), and Section $ (Liability and Indemnification) shall survive termination of this Agreement. 33. Prohibition on Boycotting Energy Companies. If Vendor has fewer than 10 employees or the 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 company that it: (1) does not boycott energy companies, and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 34. Prohibition on Discrimination A,g_ainst Firearm and Ammunition Industries. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Ven- dor 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 company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade associa- tion; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the 'Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor Services Agreement —Technology (Rev. 8/19) Page 11 of 18 Conti -actor's signature provides written verification to the City that Contractor: (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 Agree- ment. 35. Acceptance of Equipment. 35.1. Right of Inspection. City shall have the right to inspect any 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. 35.2. Reiection for Non Conformity City shall be responsible for inspecting= goods for non conformity City must notify Vendor in writing within ten working days (f e. days excluding weekends and City holidays) that it has rejected the shipment for non-conforrnr . 35.3. Returns. 35.3.1. Return for Credit: Before initiating the return process for rejected goods, the City agrees that Vendor must approve the return. Vendor agrees not to unreasonably withhold its approval of the City's request to return non -conforming goods. To qualify for return for credit, the City's written notice of non -conformity shall include a statement that the City desires return for credit. The City agrees that returned goods not clearly marked as a return shipment is ineligible for return for credit. 35.3.2. Shipping and Handling of Returned Goods: City shall be responsible for all transportation costs incurred in returning goods for credit. If City is unable to use orig- inal packaging for returning the goods, the City must provide Vendor with photographs that the City received the original goods packaging in an unsuitable condition for future use. City is not responsible for damage to returned goods during the shipping and handling process. 36. Seller to Package Goods. Seller shall package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows: (a) Seller'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 I of 4 boxes; and (d) Number of the container bearing the packing slip. Seller 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 accompa- nied by packing lists. 37. 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 after inspection and acceptance of the goods. 38. Product Warranty, Vendor shall not litnit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of City. Vendor warrants that the goods furnished will conform to City'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 City's specifications, draw- ings, and descriptions, City's specifications shall govern. 39. 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 Vendor Services Agreement —Technology (Rev. 8/19) Page 12 of I8 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. 40. Entirely of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (sign?0/111-e page folloi's's) Vendor Services Agreement —Technology (Rev. 8/19) Rage 13 of 18 ACCEPTED AND AGREED: CITY: CITY OF FORT WORTH By: 00 Name: Jesica McEachern Title: Assistant City Manager Date: 04/18/2026 APPROVAL RECOMMENDED: chylf ffwYy- By; Chris Harder (Apr 15, 2026 09:05:22 CDT) Name: Christopher Harder, P.E. Title: Water Department Director ATTEST: FogTn a e ,.° ° o1W�LpAAO oo, Q % Pa44gzo5a41 By: l/11 Name: Jannette S. Goodall Title: City Secretary VENDOR: AGS Scientifte, Inn. By: Name: Jason GI Title: President Date: 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: Wed C'44-, Name: Maria 1. Carrillo Title: Water Quality Manager APPROVED AS TO FORM AND LEGALITY: M. fCwiv v flYLfl &rkj It j jy : M. Kevin Anders, II (Apr 15, 2026 09:08:02 CDT) Name: M. Kevin Anders, II Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Form 1295: Not Required. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services. Agreement —Technology (Rev. 8/19) Page 14 of 1$ EXHIBIT A AGS AGS Scientific, Inc.. 2010 E, Villa Maria Rd, Ste C q9 SCIENTIFIC Bryan Texas 77802 979-320-0052 ESTABLISHED IN 2001 payments@agssci.com FORMAL QUOTATION Bill To Quote No. SQ-207271 City of Fort Worth Water Department Centralized Water & Quote Date Feb 23, 2026 Wastewater Laboratory 200 Texas St. Expiration Date Jul 29, 2026 Lower Level Rm 1500 Sales Rep Gene Warning Fort Worth, TX 76102-6314 USA Ship To 2600 SE Loop 820 Fort Worth, TX 76140-1010 USA Item Name & Description Qty Unit Price Total Model RA-7000AMercury Analyzerw/SANPRA3 1.0 29,900.00 29,900.00 SKU:710221 Each Nippon Instruments Corporation Model RA-7000A Reducing Vaporization Mercury Analyzer with SANPRA3, 80-Posit'ion (5-1nQ Autasamplei and Windows -based software Discount - NIC 1.0-2,990.00-2,990.00 SKU : DISC-NIC Installation & Training for RA-7000A (Single) 1.0 4,200.00 4,200.00 SKU : INST-RA7A-2 Each Onsite IQ/OQIPQ & Operation/Familiarization Training for RA-7000A Mercury Analyzers Confirgui ed with One Autosampler/RN Analytical Instrument Controller 1.0 2,373.00 2,373.00 SKU : ACC-CTRL Each Analytical InStrI11TIP_nr. Controller for deer, renal 8, Data Acquisition Software RA-7000A Series QC Software Package 1.0 2,680.00 2,680.00 SKU : 742461 Each Nippon Instruments Corporation Advanced QC Software Package for Compliance with EPA 245.1, such as no digestion of calibration standards. Includes automatic MDL calculations per current EPA/NELAC requirements, user -defined MDL expiration warning & more. Item Name & Description Qty Unit Price Total Start-up Kit for NIC RA-7000A Series Mercury Analyzers 1.0 0.00 0.00 SKU : START-RA7000A tint Standard Manufacturer's Warranty -Two Years 1.0 0.00 0.00 SKU : WARRANTY-2 Ea4d ) Miscellaneous 1.0 500.00 500.00 SKU : MISC Each .i 1 lshipjlfilg, -, k We appreciate the opportunity to work with you. Sub Total 36,663,00 Total $36,663.00 All item prices are listed in USD, Shipping & handling charges will he prepaid and added to the final invoice unless other terms previously agreed to in writing. Terms & Conditions Please visit https://agssci.com/ags-terms/ for Terms & Conditions of Sale *** AGS Scientific is the sole Certified Sales/Support Provider for Nippon Instruments Corporation in North America. *** *** AGS Scientific is the only Certified Service Partner (CSP) for A.KROSS Optronic in North America. *** AGS SCIENTIFIC ESTABLISHED IN 2003 FORMAL QUOTATION Bill To City of Fort Worth Water Department Centralized Water & Wastewater Laboratory 200 Texas St. Lower Level Rm 1500 Fort Worth, TX 76102-6314 USA Ship To 2600 SE Loop 820 Fort Worth, TX 76140-101 0 USA Item Name & Description Premium Extended Warranty Contract for Model RA-7300A (1-Year) SKU : EXTWAR-RA730OA-2 RA-7000A with a Single SANPRA3 RA-7300A Preventative Maintenance Kit SKU : PMKIT-RA7300A Nippon Instruments Corporation NIC Part No. S-W016-0600 HTS: 9027.50.4015 Includes: For RA-700OA: 1) Internal Tube Set 2) Activated Carbon Filter (x2) 3) Dehumidifier Tube 4) I -Shaped Joint 5) Luer Httings (x2) 6) Air Pump Tube For SANPRA-3: 7) Reagent Pump Tubes 8) Rgt/Rxn Tube 9) Bottle Tube Set 10) Measurement Cap 11) Cap Fixing Screw Set 12) Rinse Bottle 13) Fan Filter 14) Bubbler Probe L•140 Quote No. Quote Date Expiration Date Sales Rep AGS Scientific, Inc, 2010 E. Villa Maria Rd, Ste C Bryan Texas 77802 979-320-0052 payrnents@agssci.com SQ-207273 Feb 23, 2026 Jul 29, 2026 Gene'Warning Qty Unit Price 1.0 6,900.00 Each 1.0 0.00 Each Total 6,900.00 0.00 ***RA-7000 Sanpra 3 - PM Visit (travel, labor, PM kit)*** We appreciate the opportunity to work with you. Sub Total 6,900.00 Total $6,900.00 All item prices are listed in USD. Shipping & handling charges will be prepaid and added to the final invoice unless other terms previously agreed to in writing. Terms & Conditions Please visit https://agssci.comlags-terms/ for Terms & Conditions of Sale *** AGS Scientific is the sole Certified Sales/Support Provider for Nippon Instruments Corporation in North America. *** *** AGS Scientific is the only Certified Service Partner (CSP) for AXROSS Optronic in North America. *** EXHIBIT B 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, 841h Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who gate 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 nct later than the 7th business day after the date the vendor becomes aware of [acts 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. Name of vendor who has a business relationship with local governmental entity. AGS Scientific, Inc. 21 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 71h 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. N/A Name of Officer 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 Cl 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? �I El Yes II fTll No 51 Describe each employment or business relationship that the vendor named in Section I 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. .!Lj Check this box if the vendor has given the local government officer or a family member of the officer one or more giftsEj . as described in Section 170.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 7 Gene Warning � � 2/23/26 Name of signatory Signat re Date t Form provided by Texas Ethics Commission www.ethics.slate. tx us Revised 811412024 AGS SCIENTIFIC ESTABLISHED W 2003 EXHIBIT C Premium Maintenance Contract Terms & Conditions 2010 E. Villa Maria lid, Ste C Bryan, TX 77802 Toll Free: 1.877.247.7241 Direct: 979,320.0052 Web: www.agssci.com The Premium Maintenance Contract from AGS Scientific, Inc. guarantees that technical problems with your analytical instrument due to defects in material and workmanship will be resolved by AGS Scientific at no expense to the contract holder for the duration of the contract. The Premium Maintenance Contract includes the costs for all parts, shipping costs, labor, and necessary travel by Service Engineers with the same protection for the Customer as the original product warranty. The Premium Maintenance Contract also includes one Onsite Preventative Maintenance visit by a Service Engineer and one Preventative Maintenance Parts Kit per contract year. Defect Resolution The standard procedure for resolution of any instrument defect is for the Customer to contact our Customer Support department by phone or email (see contact information below). The defect will be thoroughly diagnosed through phone/email communications, and if the resolution requires replacement parts, the parts will be promptly shipped to the Customer. If required, a Service Engineer will be dispatched to the Customer's site to ensure proper repair/replacement of the instrument and/or parts, Limitation of Contract This Premium Maintenance Contract does not cover third -party software supplied by the Customer, equipment and software warranted by another manufacturer, or replacement of expendable items and those of limited life, such as but not limited to: Pump tubes, tubing, filters, 0-rings, combustion tubes, amalgamation traps, glass bubblers, sample containers/vessels, lamps, and other common consumable items. In addition, this Contractshall be void in the event of accident, abuse, alteration, misuse, neglect, breakage, improper operation or maintenance, unauthorized or improper modifications or tampering, use in an unsuitable physical environment, use with a marginal power supply, or use with other inadequate facilities or utilities. Reasonable care must be taken by the Customer to avoid such hazards. This Contract is expressly in lieu of and excludes all other express or implied warranties, including but not limited to warranties of merchantability and of fitness for particular purpose, use or application, and all other obligations or liabilities on the part of AGS Scientific, unless such other warranties, obligations, or liabilities are expressly agreed to in writing by AGS Scientific. The resolutions provided herein are the sole and exclusive resolutions of the Customer. In no case will AGS Scientific be liable for incidental or consequential damages, loss of use, loss of production, or any other loss incurred. Contract Summar - Full coverage of parts, labor, shipping costs, and travel for material defects. - Unlimited Phone/Email/OnsiteTechnical Support - Onsite PM and PM Kit Included - One Year Contract Periods Contact Information: Toll Free: 1.877.247.7241 Direct: 979.320.0052 Email: su000rt@asssci.com Web: www.ag_ssci.com Nippon Instruments Corporation AGS.---. K S , SCIENTIFIC aRRussoPraor.�, 2010 E. Villa Marla Rd, Ste C AG Bryan, Tx 77802 Ton frees 1.877.247.7241 SCIENTIFIC Direct: 979.320,OO52 Esr►Rtlswro Iw )003 web: www.agssci.com Analytical Instrument Warranty Nippon Instruments Corporation (NiC) All Nippon Instruments Corporation analyzers sold by AGS Scientific, Inc. are warranted to be free from defects in material and workmanship for two (2) years from the date of installation. If the Customer schedules the installation to start later than 60 days after shipment or if such delay is caused through the Customer's inability to provide adequate facilities or utilities, then the warranty period will begin on the 61" day from the date of shipment. Defect Resolution Upon notification of defects during the warranty period, AGS Scientific, Inc. reserves the right to repair instrument malfunctions, replace defective parts, or refund an equitable portion of the purchase price of the instrument. Standard procedure for resolution of any such defect is for the Customer to contact our Customer Support Department by phone or email (see contact information below). The defect will be thoroughly diagnosed through phone/email communications, and if the resolution requires instrument repairs or replacement parts, a Field Support Representative may be dispatched to the Customer's site to ensure proper repair/replacement of the instrument and/or parts. Limitation of Warranty This Warranty does not cover third -party software supplied by the Customer, equipment and software warranted by another manufacturer, or replacement of expendable items and those of limited life, such as but not 'limited to: Pump tubes, tubing, filters, o-rings, combustion tubes, amalgamation traps, glass bubblers, sample containers/vessels, and other consumable items. In addition, this Warranty shall be void in the event of accident, abuse, alteration, misuse, neglect, breakage, improper operation or maintenance, unauthorized or improper modifications or tampering, use in an unsuitable physical environment, use with a marginal power supply, or use with other inadequate facilities or utilities. Reasonable care must betaken by the Customer to avoid such hazards. This Warranty is expressly in lieu of and excludes all other express or implied warranties, including but not limited to warranties of merchantability and of fitness for particular purpose, use or application, and all other obligations or liabilities on the part of AGS Scientific, Inc., unless such other warranties, obligations, or liabilities are expressly agreed to in writing by AGS Scientific, Inc. The resolutions provided herein are the sole and exclusive resolutions of the Customer. In no case will AGS Scientific, Inc. be liable for incidental or consequential damages, loss of use, loss of production, or any other loss incurred. Customer Support Contact Information Toll Free Support line: Technical Support: Tech. Support Email: 1-877-247-7241 (979) 320-0055 support@agssci.com Nippon Instruments Corporation — - AGS `' K `U S SCIENTIFIC A.KRUsS OPrRONIC 1... � `I 1 r, r r, .,• � r 2010 E, Villa Maria Rd, Ste C AG Bryan, TX 77807 Toll Free: 1.877.247,7241 SCIENTIFIC Direct: 979.320.0052 FSTAOLIS1110 W 7003 web: WWW.agSSci.corn City of Fort Worth — RFQt 26-0071 — Mercury Analyzer — Exceptions 2.3.2 — The autosampler includes all interconnecting cables, sample trays, flow through rinse station, sample rack(s) with 60 sample cup capacity, and rack for calibration/check standard solutions. The Nippon Instruments Corporation RA-7000 Sanpra 3 has an 80-position sample rack that can be used for calibrationlcheck standards and samples. 2.4 — The analyzer rnust deliver acidified digested aqueous sample via peristaltic pump. The Nippon Instruments Corporation RA-7000 Sanpra 3 does not deliver acidified digested aqueous sample via peristaltic pump. As the RA-7000 Sanpra 3 utilizes the Discrete Direct Purge technique in which the acidified sample is purged in the sample vessel and only transfers the mercury vapor to the analytical detector for analysis, there is no necessity to use a peristaltic pump to move the sample. By using DDP, the RA-7000 Sanpra 3 virtually eliminates contamination, carry-over, and memory effect presented by peristaltic pumps. 3.2A — Must have an audit trail showing the analysis parameters, operator, and different permission levels so that operators may run analysis but not change key parameters. The Nippon Instruments RA-7000 Sanpra 3 currently does not offer different operator permission levels. Nippon Inslrurnents corporation '`a' BC$ SCIENTIFIC KI�R�TSS a F fl 11 w y V EXHIBIT D NETWORK ACCESS AGREEMENT ("Network Agreement") I. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's network in order to provide description of services. In order to provide the necessary support, Vendor needs access to description of specific Network systems to which Vendor requires access, i.e. Internet, Intranet, email, HEAT System, etc. 2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing description of services. Such access is granted subject to the terms and conditions forth in this Network Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a pail of this Network Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. Access rights will automatically expire one (1) year from the date this Network Agreement is executed, unless renewed as described herein. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Network Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. This Network Agreement will be associated with the Services described in the Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Network Agreement may be renewed annually if the following conditions are met:. 4.1. Contracted services have not been completed; 4.2. Contracted services have not been terminated; and 4.3. Within the thirty (30) days prior to the scheduled annual expiration of this Network Agreement, the Vendor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor shall provide the City with a current last of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Network Agreement, 5. Network Restrictions. Officers, agents, servants, employees or representatives of the Vendor may not share the City -assigned user IDs and passwords. Vendor acknowledges, agrees, and hereby gives its authorization to the City to monitor its use of the City's Network in order to ensure its compliance with this Network Agreement. A breach by Vendor, its officers, agents, servants, employees or representatives, of this Network Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Network Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5.1. Notice to Vendor Personnel — For purposes of this section, "Vendor Personnel" shall include all officers, agents, servants, employees, contractors, sub -contractors, or representatives of Vendor. Vendor shall be responsible for specifically notifying all Vendor Personnel who will provide services to the City under this agreement of the following City Vendor Services. Agreement — Technology Page 16 of 1$ requirements and restrictions regarding access to the City's Network: 5.1.1. Vendor shall be responsible for any City -owned equipment assigned to Vendor Personnel, and will immediately report the loss or theft of such equipment to the City; 5.1.2. Vendor Personnel, shall be prohibited from connecting personally -owned computer equipment to the City's Network; 5.1.3. Vendor Personnel shall protect City -issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network; 5.1.4. Vendor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7; 5.1.5. Any document created by Vendor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information; 5.1.6. Vendor Personnel shall not copy or duplicate electronic information for use on any non -City computer except as necessary to provide services pursuant to this Agreement; 5.1.7. All network activity may be monitored for any reason deemed necessary by the City; and 5.1.8. A Network user ID may be deactivated when the responsibilities of the Vendor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Network Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Network Agreement, Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. (signature page follows) Vendor Services Agreement — Technology Page 17 of 18 ACCEPTED AND AGREED: CITY: CITY OF FORT WORTH By: Name: Jesica McEachern Title: Assistant City Manager Date: 04/18/2026 APPROVAL RECOMMENDED: Chris h` Vt' e;- By: Chris Harder (Apr 15, 2026 09:05:22 CDT) Name: Christopher Harder, P.E. Title: Water Department Director ATTEST: By: Name: Title: Jannette S. Goodall City Secretary VENDOR: AGS Scientific, e. By: Name: Jason Gr y Title: Presiden Date: LA ot 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: Title: Maria I. Carrillo Water Quality Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Title: M. Kwc v Axl)erk, It M. Kevin Anders, II (Apr 15, 2026 09:08:02 CDT) M. I{evin Anders, II Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A Form 1295: Not Required. Vendor Services Agreement — Technology Page 18 of 18 FORTWORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: AGS Scientific, Inc. Subject of the Agreement: Vendor will provide anew Mercury Analyzer, training, instrument controller, and QC Software Package for the Water Department Laboratory Division. M&C Approved by the Council? * Yes ❑ No Iiiiiiiii If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 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 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: The date our ACA signs it. If different fi-oni the approval date. Expiration Date: 4-13-2027 If applicable. Is a 1295 Form required? * Yes ❑ No *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ® No ❑ Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *bndicates the information is required and if the information is not provided, the contract will be returned to the department.