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HomeMy WebLinkAbout060119-A3R3 - General - Contract - Q-Mation, Inc.City Secretary Contract No. 60119-A3R3 THIRD AMENDMENT AND THIRD RENEWAL TO FORT WORTH CITY SECRETARY CONTRACT NO. 60119 This Third Amendment and Third Renewal to Fort Worth City Secretary Contract No. 60119 ("Third Amendment and Third Renewal") is executed by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, by and through its duly authorized Assistant City Manager, and Q-MATION, INC. ("Vendor"), by and through its duly authorized representative. City and Vendor are each individually referred to herein as a "Parry" and collectively as the "Parties." WHEREAS, on September 18, 2023, the Parties executed City of Fort Worth City Secretary Contract No. 60119 (the "Agreement") for Vendor to provide the City with Wonderware Customer FIRST support services for the Village Creek Water Reclamation Facility; and WHEREAS, on June 3, 2024, the Parties executed the First Renewal and First Amendment to the Agreement; and WHEREAS, on May 17, 2025, the Parties executed the Second Renewal and Second Amendment to the Agreement, which increased total compensation to $9,304.00; and WHEREAS, the City desires to renew the Agreement and amend the Agreement to increase total compensation to the Vendor in accordance with Vendor's quote QUO-73381-HOG005 ("Quote"); and NOW, THEREFORE, the Parties, acting herein by and through their duly authorized representatives, enter into the following agreement: I. AMENDMENT 1. The parties hereby agree to increase the total compensation paid by the City to the Vendor under the Agreement from $9,304.00 to $9,808.00. 2. The Agreement is hereby amended to incorporate the Quote, as more particularly described in Exhibit A to this Third Amendment and Third Renewal. The pricing described in Exhibit A shall supersede all prior quotes to the extent said prior quotes conflict with Exhibit A. II. RENEWAL The parties agree that this Third Amendment and Third Renewal serves as the City's notice to Vendor that the City is exercising its option to renew the Agreement for its third of four renewal terms. The third renewal term shall begin July 16, 2026 and will expire on July 15, 2027, unless otherwise terminated earlier in accordance with the Agreement. III. ALL OTHER TERMS SHALL REMAIN THE SAME All other provisions of the Agreement which are not expressly amended herein shall remain in frill force and effect. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Contract No. 60119 - Amendment and Renewal Page 1 of 8 IV. ELECTRONIC SIGNATURE This Renewal and Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as anoriginal. [signatures on next page] City Secretary Contract No. 60119 - Amendment and Renewal Page 2 of 8 ACCEPTED AND AGREED: CITY: CITY OF FORT WORTH By: 0 L� Name: Jesica McEachern Title: Assistant City Manager Date: 06/17/2026 APPROVAL RECOMMENDED: By: Christopher 4errder (Jun fO�Mel-26 CDT) Name: Christopher Harder, P.E. Title: Water Director 4.p'a9U'IT � ATTEST: vp� F FaA\Rro9 p� By: V N4 nE�pSda Name: Jannette Goodall Title: City Secretary VENDOR: Q-MATION, INC. d& W By: Name: Bill Bullotta Title: Vice President & General Manager Date: 06/02/2026 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. . 441=1 By: Richard Lisenbee (Jun 2, 2026 14:13:58 CDT) Name: Richard Lisenbee Title: Senior IT Manager, Water Dept APPROVED AS TO FORM AND LEGALITY: M, K&v- iv AN,r &rg` rj I / By: Name: M. Kevin Anders, II Title: Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Contract No. 60119 - Amendment and Renewal Page 3 of 8 PROPOSAL `1• Q•MATION DATE: 05.06.2026 Prepared For City of Fort Worth Village Creek Water Reclamation - Arlington 4500 Wilma Lane Arlington, Texas 76012 817-392-4960 phone Tim Shidal tim.shidal@fortworthtexas.gov 817-392-8527 phone QUOTE: QUO-73381-HOG005 REV: 0 REF: Ft Worth-5-6-26-DM Account Executive Prepared By David Martin (877) 900-4996 phone Line # Description Qty Unit Price 1 Customer FIRST - Standard - Renewal 1 $9,808.00 Part #: Q-CFRenewal-STD-003 AVEVA Customer FIRST Support Renewal - Standard Level NOTES Q-mation, LLC 425 Caredean Drive Horsham, PA 19044 sales@q-mation.com (877) 900-4996 ** A 10% reinstatement fee will be applied to your renewal if your order is not received by 08/30/2026. This reinstatement fee is only applicable until 09/29/2026 after which all renewal discounts are forfeited. City Secretary Contract No. 60119 - Amendment and Renewal Page 4 of 8 PROPOSAL `1• Q•MATION Remittance Address Q-mation, LLC 425 Caredean Drive Horsham, PA 19044 To ensure timely processing of your purchase order, please note the following • Shipping terms: FOB Shipping Point • Standard Payment Terms is NET 30 Notice Regarding Sales Tax Compliance: • If you are tax-exempt: Please submit your exemption certificate to ensure sales tax is not charged on eligible purchases. • If we do not have a certificate on file: Sales tax will be added to your invoice(s) as required by law Q-MATION, LLC TERMS AND CONDITIONS Q-mation, LLC 425 Caredean Drive Horsham, PA 19044 sales@q-mation.com (877) 900-4996 This Q-mation, LLC ("Q-mation") Quotation is presented based on the following standard terms and conditions. Any additional or different terms and conditions set forth in the ordering document, or any similar communication are objected to and shall not be binding upon Q-mation unless agreed to in writing by both parties. 1. Definitions a. "Q-mation" means Q-mation, LLC. b. "Customer" means the person or company whose order is accepted by Q-mation. C. "Products" means equipment, software and services, components of either and combinations of both, sold by Q-mation. d. "Software" means all commercial software and firmware programming routines and documentation thereof included in or supplied for use with, a Product, whether or not such Software was separately priced. e. "Services" mean services for development, installation, repair, consulting or maintenance performed by Q-mation employees with respect to Products or Software, or which are described in the Statement of Work of the Quotation. f. "Quotation" is a document that Q-mation submits to Customer with a proposed price for Q-mation Products, Software and/or Services based on certain conditions. g. "Statement of Work" or "SOW" means the Services describing the scope, deliverables, schedule, assumptions to be purchased, which are detailed in the Quotation. h. "Business Qualification" means Customer requirement to provide, via third party portal or other means, Q-mation specific information including but not limited to business, financial, safety, quality information and/or other documentation. 2. Validity - Quotations are valid for thirty (30) days unless an alternate period is explicitly stated in the body of the Quotation which will take precedence. 3. Customer Ordering Document a. Software, if any, included in this Quotation must be clearly identified in the Customer's ordering document. The Period of Performance indicated on the software agreement takes precedence over all schedule, period of performance or effective dates in the Customer's ordering document. b. The Q-mation Quotation number must be noted on the Customer's ordering document. Quotation numbers are project specific, and prices cannot be transferred between projects. C. Business Qualification, if required by Customer, shall be included, inclusive of pricing as quoted. d. No order or other commitment shall be binding upon Q-mation unless and until accepted in writing by an authorized officer of Q-mation. 4. Schedule a. Services per attached Statement of Work (if applicable) i. Services will have a project kick off meeting scheduled after issuance of Quotation and acceptance of Customer's ordering document. ii. Services will be scheduled during the project kick off meeting. iii. Services are priced to be performed during normal business hours, 8:30am to 6:00pm, on normal business days, Monday through Friday. Services required to be provided by Customer outside of the normal business hours will incur shift change charges per the table in Section 4.a.v. unless mutually agreed to in the Statement of Work. iv. Services, including travel, will be performed eight (8) hours per day, forty (40) hours per week. Travel time to and from the jobsite is billed at full rate. Services required by Customer in excess of these hours will incur shift change charges per the table in Section 4.a.v. A minimum charge of half day's time plus expenses will be charged when work done is under four (4) hours. V. Statement of Work will clearly state the pricing basis of the Quotation, and the summary table below will be applied accordingly. City Secretary Contract No. 60119 - Amendment and Renewal Page 5 of 8 PROPOSAL `1• Q•MATION Q-mation, LLC 425 Caredean Drive Horsham, PA 19044 sales@q-mation.com (877) 900-4996 Statement of Work Hours Hours/ Hours/ Over Hours/Day or Travel/ Expenses Pricing Basis (Eastern Time Zone or Onsite in Day Week Hours/Week Local Time Zone) Sundays Hnurly R•:innm — fnm R 40 1.Sx / Jx At Cnct Cnnsultinp Days R3nnm — fnm R 40 1.Sx / Jx At rnct Fined Price Milpatnnp SChprilllp Inc- Incl. Incl. At Cnst b. Hardware (if applicable) i. Estimated delivery dates for hardware do not constitute a commitment to deliver Products in accordance therewith. Q-mation will use reasonable efforts to ship on or before the estimated shipping dates indicated. Delay in delivery of any shipment shall not entitle Customer to refuse acceptance of Products or terminate the agreement. If Customer refuses to accept delivery, Q-mation may (without prejudice to other rights) store or dispose of the Products in which case Customer shall pay upon request the amount of reasonable storage or disposal charges. Missing or damaged items must be reported to Q-mation within five (5) business days of delivery. C. Q-mation shall not be liable for any delay in performance of Services or delivery or non -delivery of Products, in whole or in part, caused by the occurrence of any contingency beyond the control of either Q-mation or its suppliers including but not limited to force majeure, shortage of labor, fuel, raw material or machinery or technical failure where Q-mation has exercised ordinary care in prevention thereof. d. In circumstances of force majeure, Q-mation will notify Customer of schedule impact. 5. Changes a. In the event that Products, Services and/or Software in the Quotation are subject to any price and/or supply fluctuation, including but not limited to tariffs, duties and VAT, that is outside of Q-mation's control, Q-mation reserves the right to update the price in the Quotation or submit a Change Order Request to the executed ordering document accordingly. b. In the event that Products, Services and/or Software in the quotation is no longer available, the Products, Services and/or Software will then be replaced or substituted based on Customer's request and is subject to Customer's final approval. C. A Change Order Request will be submitted for any revisions made by Customer to the Statement of Work after ordering document is executed. 6. Freight for Hardware, if any a. Shipping Terms are quoted as FOB Shipping Point, Prepaid and Add. b. Unless otherwise directed by Customer prior to final acceptance of Quotation and issuance of Customer ordering document, Q-mation will select the carrier and and will insure the shipment. Q-mation shall not be deemed to assume any liability in connection with the shipment nor shall the carrier be construed to be the agent of Q-mation. C. If directed by Customer to ship collect on its account, Customer shall provide its account number and its own insurance. d. Title and risk of loss or damage to the Products shall pass from Q-mation to Customer upon delivery by Q-mation to the possession of the carrier. Any claims for loss or damage or mis-delivery shall be filed with the carrier. Products may be delivered in installments. Customer shall clear the Products for export from the United States and import into the country of delivery. 7. Travel and Living Expenses, if any — Travel and Living Expenses are not included in the Quotation and will be invoiced at actual cost. 8. Invoicing, Taxes and Payment a. Invoices will be submitted for payment of Products, Services and/or Software as defined by the Payment Milestones in the Quotation and incorporated into the ordering document. b. Payment Terms are Net Thirty (30) Days from submittal of invoice, based on credit approval, or as mutually agreed on the Customer's ordering document. Payments made by credit card will include a 2%surcharge. C. Federal, state or local sales tax, if required, is not included in the Quotation and will be added to the invoice(s) as required by law. A tax-exempt certification is required if customer has tax-exempt status. If a tax-exempt certification is not received, taxes will be applied as required by law. Customer shall indemnify Q-mation and hold it harmless from any such tax and any and all interest and penalties related thereto. 9. Warranty a. Hardware and Equipment: As part of the Quotation, Q-mation will provide the manufacturer warranty to Customer. [fan extended warranty is being quoted, the Quotation will include a line item detailing the duration. If the hardware and equipment is specified by Q-mation, Q-mation warrants that its hardware and equipment will conform to Q-mation's specifications. b. Software: The warranty for Software accompanying its Products is provided by the Software provider in accordance with its Software documentation, including but not limited to the End User License Agreement. During the stated period after delivery described in the warranty provided by the Software provider, Q-mation agrees to use its reasonable efforts to correct any such error or failure only to those portions of the Software that incorporate program corrections and modifications, if any, delivered to Customer, and provided further that this warranty shall not apply to any error or failure due to the misuse or negligence, incorrect installation or operation, improper repair or maintenance, the use of sub- standard consumables, of or by any person other than Q-mation and shall not apply to any Software which has been modified by any person other than Q-mation. C. Software Application Services: Q-mation will: (i) use reasonable care in the performance of its quoted Services; (ii) ensure the accuracy and truthfulness of all representations made by it herein; (iii) ensure that its obligations hereunder are performed in compliance with all applicable laws and regulations. Q-mation will perform the Services in a good and workmanlike manner consistent with generally accepted industry practice. Q-mation will correct deficiencies in any deliverable described in the SOW of which Q-mation is notified by Customer within thirty (30) calendar days after delivery of Services to Customer. For this purpose, a "deficiency" is a substantial and material deviation from the applicable deliverable as defined in the SOW. Such correction by Q-mation shall constitute customer's sole and exclusive remedy for any such deficiencies. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS, EXPRESS OR IMPLIED, WITH RESPECT TO City Secretary Contract No. 60119 - Amendment and Renewal Page 6 of 8 PROPOSAL `1• Q•MATION Q-mation, LLC 425 Caredean Drive Horsham, PA 19044 sales@q-mation.com (877) 900-4996 PRODUCTS, SOFTWARE AND SERVICES AND ANY DEFECTS THEREIN OF ANY NATURE WHATEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER'S SOLE AND EXCLUSIVE LIABILITY, AND Q-MATION'S SOLE AND EXCLUSIVE REMEDY, FOR ANY NONCONFORMITY OR DEFECT IN THE PRODUCTS, IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL BE AS SET FORTH IN THIS SECTION 9. 10. Intellectual Property a. Each Party shall retain title and interest in all its existing intellectual property including patents, copyrights, trademarks, methodologies, software codes and trade secrets, whether in written or electronic form that were conceived or made by the Party prior to the Effective Date of the ordering document. If any Q-mation intellectual property is incorporated into, or provided as part of, the Services and materials produced by Q-mation under this Agreement, Q-mation shall grant perpetual, irrevocable, royalty -free license to use same for internal business purposes. Where Q-mation sells or licenses Software accompanied by a separate Software license, the terms and conditions of the latter will control in the case of any variances with these terms and conditions. 11. Indemnity. Each Party shall indemnify and hold harmless the other Party and their affiliates, officers, directors, employees and agents (each, an "Indemnified Party"), from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees) incurred by an Indemnified Party in connection with any third party claim, lawsuit or action arising out of or in connection with (a) the performance of Services under this Agreement, (b) the acts, errors, omissions, or negligence of either Party, (c) any breach of the terms and conditions of this Agreement including, without limitation, any representations and warranties, (d) property damage, injury or death, or (e) breach or infringement of applicable laws, regulations, intellectual property, patent, copyright, trademark, or trade secret. 12. Limitation of Liability—Q-mation shall not be liable for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Q-mation has been advised of possibility of such damages. Q-mation's liability shall in no event exceed twelve (12) months of subscription fees or $10,000, whichever is less, for Software, if any, or exceed the hardware and services value of the executed ordering document, inclusive of the hardware and services value of any executed change orders to the executed ordering document. 13. Confidential Information a. "Confidential Information" means all information, whether oral, written, electronic, or in any other form, disclosed by the parties that is designated as confidential or that reasonably should be understood to be confidential, including but not limited to specifications, documents, data, designs, reports, memoranda, notes, plans, drawings, papers, recordings, materials, photographs, intellectual property, strategies, financial information, technology, trade secrets, customer lists, and personnel data. b. Receiving Party shall (a) use Confidential Information solely for the purpose of executing its obligations under this, or any previous or subsequent, Agreement(s) between Parties, (b) not disclose Confidential Information to any third party without prior written consent of Disclosing Party except to personnel, consultants, agents and representatives of Receiving Party provided Receiving Party shall be responsible for any actions of such parties that would be in breach of this Agreement if done by Receiving Party, and (c) take all reasonable precautions to protect the confidentiality of the information at least to the same degree of care Receiving Party uses to protect its own proprietary information of a similar nature and value but no less than reasonable care to protect and maintain the Confidential Information. C. Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of Receiving Party, (b) is in Receiving Party's possession prior to disclosure by Disclosing Party, (c) is received lawfully from a third party without breach of any obligation of confidentiality, (d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information, and/or (e) is required to be disclosed by law or court order, provided that Receiving Party gives prompt notice and cooperates with efforts to limit disclosure. City Secretary Contract No. 60119 - Amendment and Renewal Page 7 of 8 �VEVA Customer FIRST Agreement License Inventory City Of Fort Worth Village Creek W - Customer Site ID: 88056 4500 Wilma Lane Arlington, Texas 76012 UNITED STATES CF Agreement#: 109738 Percentage Support - Standard Support Level Start Date: 31-Aug-2026 - End Date: 30-Aug-2027 SW Serial # DETAIL BY LICENSE Part # FOR • :0109738 Part Description Users Pricing Method 1880081-2 InTch-05-C-20 UpgC, InTouch HMI 2020 Wrkst 3000 Tag with 1/0 1 WW HMI SCADA 1881378-2 InTch-05-C-20 UpgC, InTouch HMI 2020 Wrkst 3000 Tag with 1/0 1 WW HMI SCADA 586112-7 HstClt-01-C-20 UpgC, Historian Client Desktop 2020 Concurrent, Single User 1 Historian 579309-6 HstStd-03-C-20 UpgC, Historian 2020 Standard, 5000 Tag 1 Historian 1407585-1(part of 579309) 12-11851 Upg, Information Server Portal 0 WW HMI SCADA 595016-5 DevStd-04-C-20 UpgC, Dev Studio 2020 Unlim Unlim / 60000 / 500 1 WW HMI SCADA 1407584-1(part of 595016) 12-12771 WW Skelta BPM Developer Edition 1 user 0 BPM City Secretary Contract No. 60119 - Amendment and Renewal Page 8 of 8 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Q-MATION, INC. Subject of the Agreement: Third Amendment and Third Renewal of Fort Worth City Secretary Contract No. 60119. City desires to renew the Agreement and amend the Agreement to increase total compensation to Q-Mation in accordance with quote QUO-73381-HOG005. M&C Approved by the Council? * Yes ❑ No M If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: July 16, 2026 If different from the approval date. Expiration Date: July 15, 2027 If applicable. Is a 1295 Form required? * Yes ❑ No 21 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. NA *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO 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 will be returned to the department. FoRTWoRTH,., Water Department Contract Routing and Transmittal Slip DOCUMENT: CSC No. 60119 Third Amendment and Third Renewal TO: Initials Richard Lisenbee — Signer Bill Bullotta, Vice President, Q-Mation — Signer Shane Zondor — Approvers aviD d Zondor Jan Hale — Approver J Christopher Harder — Signer M. Kevin Anders, II — Signer for Legal Jesica McEachem — Signer Katherine Cenicola — Approver Jannette S. Goodall — Signer Allison Tidwell — Form Filler Tim Shidal — Acceptor