Frazer, Ltd. Agreement
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STATE OF TEXAS § § COUNTY OF FORT BEND § ADDENDUM TO FRAZER, LTD. AGREEMENT THIS ADDENDUM (“Addendum”) is entered into by and between Fort Bend County, (“County”), a body corporate and politic under the laws of the State of Texas, and Frazer, Ltd., (“Frazer”), a company authorized to conduct business in the State of Texas (hereinafter collectively referred to as the “parties”). WHEREAS, the parties have executed and accepted Frazer’s Customer Quote (the “Agreement”), attached hereto as Exhibit “A” and incorporated by reference, for the purchase of MICU Modules (ambulances) (collectively referred to as the “Product”); and WHEREAS, the following changes are incorporated as if a part of the Agreement: 1. Cooperative Purchasing. Frazer will provide Product and/or services in accordance with Buy Board Contract Number 570-18, incorporated by reference and attached as Exhibit “B.” 2. Payment; Non-appropriation; Taxes. Payment shall be made by County within thirty (30) days of receipt of invoice. It is specifically understood and agreed that in the event no funds or insufficient funds are appropriated by Fort Bend County under this Agreement, Fort Bend County shall notify all necessary parties that this Agreement shall thereafter terminate and be null and void on the last day of the fiscal period for which appropriations were made without penalty, liability or expense to Fort Bend County. County is a body corporate and politic under the laws of the State of Texas and claims exemption from sales and use taxes. A copy of a tax-exempt certificate will be furnished upon request. 3. Limit of Appropriation. Frazer clearly understands and agrees, such understanding and agreement being of the absolute essence of this Agreement, that County shall have available the total maximum sum of Five Hundred Thirty-Six Thousand, Four Hundred Nine and 00/100 dollars ($536,409.00), specifically allocated to fully discharge any and all liabilities County may incur. Frazer does further understand and agree, said understanding an agreement also being of the absolute essence of this Agreement, that the total maximum compensation that Frazer may become entitled to and the total maximum sum that County may become liable to pay to Frazer shall not under any conditions, circumstances, or interpretations thereof exceed Five Hundred Thirty-Six Thousand, Four Hundred Nine and 00/100 dollars ($536,409.00). 4. Confidential Information. Frazer expressly acknowledges that County is subject to the Texas Public Information Act, TEX. GOV’T CODE ANN. §§ 552.001 et seq., as amended, and notwithstanding any provision in the Agreement to the contrary, County will make any information related to the Agreement, or otherwise, available to third parties in accordance with the Texas Public Information Act. Any proprietary or confidential information marked as such provided to County by Frazer shall not be disclosed to any third party, except as directed by the Texas Attorney General in response to a request for such under the Texas Public Information Act, which provides for notice to the owner of such marked information and the opportunity for the owner of such information to notify the Attorney General of the reasons why such information should not be disclosed. 5. Indemnity. The parties agree that under the Constitution and laws of the State of Texas, County cannot enter into an agreement whereby County agrees to indemnify or hold harmless another party; therefore, all references of any kind to County defending, indemnifying, holding or saving harmless Frazer for any reason are hereby deleted. 6. Applicable Law; Arbitration; Attorney Fees. The laws of the State of Texas govern all disputes arising out of or relating to this Agreement. The parties hereto acknowledge that venue is proper in Fort Bend County, Texas, for all legal actions or proceedings arising out of or relating to this Agreement and waive the right to sue or be sued elsewhere. Nothing in the Agreement shall be construed to waive the County’s sovereign immunity. County does not agree to submit disputes arising out of the Agreement to binding arbitration. Therefore, any references to binding arbitration or the waiver of a right to litigate a dispute are hereby deleted. County does not agree to pay any and/or all attorney fees incurred by Frazer in any way associated with the Agreement. 7. Certain State Law Requirements for Contracts. The contents of this Section are required by Texas Law and are included by County regardless of content. a. Agreement to Not Boycott Israel Chapter 2271 Texas Government Code: By signature below, Frazer verifies Frazer does not boycott Israel and will not boycott Israel during the term of this Agreement. b. Texas Government Code § 2251.152 Acknowledgment: By signature below, Frazer represents pursuant to § 2252.152 of the Texas Government Code, that Frazer is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under § 806.051, § 807.051, or § 2253.153. 8. Modifications. No other provisions to this Agreement apply except for the terms which appear in this Addendum and Exhibit A. The parties may not amend or waive this Agreement, except by a written agreement executed by both Parties. 9. Human Trafficking. BY ACCEPTANCE OF CONTRACT, FRAZER ACKNOWLEDGES THAT FORT BEND COUNTY IS OPPOSED TO HUMAN TRAFFICKING AND THAT NO COUNTY FUNDS WILL BE USED IN SUPPORT OF SERVICES OR ACTIVITIES THAT VIOLATE HUMAN TRAFFICKING LAWS. 10. Use of Customer Name. Frazer may use County’s name without County’s prior written consent only in any Frazer’s customer lists, any other used must be approved in advance by County. 11. Product Assurance. Frazer represents and warrants that its hardware, software and any related systems and/or services related to its software and/or hardware (collectively, the "Product") furnished by Frazer to County will not infringe upon or violate any patent, copyright, trademark, trade secret, or any other proprietary right of any third party. Frazer will, at its expense, defend any suit brought against County and will indemnify County against an award of damages and costs (including reasonable attorney fees, court costs and appeals), made against County by settlement or final judgment of a court that is based on a claim that the use of the Frazer’s Product infringes an intellectual property right of a third party. Such defense and indemnity shall survive termination or expiration of the Agreement and the Frazer’s liability for the above is not limited by any limitation of liability clauses that may appear in any document executed by the Parties. 12. Limitations. Limitations for the right to bring an action, regardless of form, must be governed by the laws of the State of Texas, Texas Civil Practice and Remedies Code § 16.070, as amended, and any provision to the contrary is hereby deleted. 2 AUDITOR’S CERTIFICATE I hereby certify that funds in the amount of $________________ are available to pay the obligation of Fort Bend County within the foregoing Agreement. ______________________________________ Robert Ed Sturdivant, County Auditor Exhibit A: Frazer’s Customer Quote Exhibit B: Buy Board Contract Number 570-18 {REMAINDER OF PAGE INTENTIONALLY LEFT BLANK} I:\AGREEMENTS\2020 Agreements\Purchasing\EMS\Frazer, Ltd. - MICU Module (20-EMS-100490)\Addendum to Frazer, Ltd. Agreement.docx aw 4 Exhibit A 5 Customer Quote Order No.: Q1451-0001 Quote Date: 11/22/2019 Expiration Date: 12/31/2019 Invoice To: Attention: Salesperson: Wesley Pate Mary Beth Jackson Deputy Chief [email protected] Fort Bend County EMS Brian Petrilla Fort Bend County Auditor brian.petrilla@fortbendcountytx. 301 Jackson Street gov Richmond TX 77469 US Order Instructions: Pricing includes Limited Edition discount. Any changes to the specifications will require evaluation to determine if discount is still applicable. No. Item Quantity U/M Unit Price Net Amount 1 MODULE 4.000 EA $ 137,550.00 $ 550,200.00 Type I 12' Module 2 CHASSIS 4.000 EA $ 500.00 $ 2,000.00 2019/2020 RAM 3500 Diesel CP 3 DELIVERY 0.000 M $ 2.75 $ 0.00 Customer pick up-FOB Frazer 4 BUY-BOARD 1.000 EA $ 800.00 $ 800.00 Buy Board Fee Buyboard fee per contract Ambulance 570-18 5 50002 11.000 EA $ 499.00 $ 5,489.00 Plug connector- Pigtail,30A,125V,Meltri 6 35952 1.000 EA $ 315.00 $ 315.00 Pulley-2.55 in x 6 Groove Clutch, RAM 7 34181 4.000 EA $ 2,500.00 $ 10,000.00 Generator-Electric 6.3kw RoadPower, RAM Frazer, Ltd., 7219 Rampart Street, Houston, TX, 77081, P: 713-772-5511 www.frazerbilt.com Frazer Proprietary and Confidential Page 1 of 2 Exhibit A Customer Quote Order No.: Q1451-0001 Quote Date: 11/22/2019 Expiration Date: 12/31/2019 No. Item Quantity U/M Unit Price Net Amount 8 24422 1.000 EA $ 4,500.00 $ 4,500.00 Generator-Commercial QG EFI 5.5, Prepped 9 14096 3.000 EA $ 255.00 $ 765.00 Net-Cargo, Black, w/Hardware Remit To: Frazer, Ltd. 7219 Rampart Street Sale Amount: 574,069.00 Houston TX 77081 Order Disc( 6.5602%): -37,660.00 Sales Tax: 0.00 Total Amount: 536,409.00 Payment Terms: Net 30 Days Special Instructions: Email this quote along with your PO to [email protected]. Graphics pricing includes two hours’ design time in the base price. More extensive graphics or multiple changes will be billed at $100/hr. Frazer, Ltd., 7219 Rampart Street, Houston, TX, 77081, P: 713-772-5511 www.frazerbilt.com Frazer Proprietary and Confidential Page 2 of 2 Exhibit A For your convenience, all pricing has been itemized below per quote Q1451-0001 for Fort Bend County EMS Base Module $ 91,900.00 Chassis Exterior $ 13,125.00 Module Exterior $ 22,000.00 Chassis Interior $ 3,000.00 Module Interior $ 7,525.00 Total $ 137,550.00 Items included in above totals: 1.