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Contract 52685
P.O. No.: SS No.: aVGO �•No FORTWORTH CITY SECRETARY c sic ONTRACT w. Sa l0 8 CITY OF FORT WORTH SOLE SOURCE PURCHASE VENDOR AGREEMENT This Sole Source Purchase Agreement("Agreement")is entered into by and between Horizon Technology lnc.,("Seller")and the City of Fort Worth,("Buyer"),a Texas home rule municipal corporation. The Sole Source Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. Sole Source Purchase Agreement 2. Exhibit A Terms and Conditions 3. Exhibit B Conflict of Interest Questionnaire 4. Exhibit C Vendor Contact Information 5. Exhibit D Verification of Signature Authority 6. Exhibit E Specifications for SPE-DEX 5000 7. Exhibit F Sole Source Procurement Justification 8. Exhibit G Seller's Quote, Scope of Services or Purchase Order 9. Exhibit H Seller's Sole Source Justification Letter Exhibits A,B,C,D,E,F and G,which are attached hereto and incorporated herein,are made a part of this Agreement for all purposes. The Amount of this contract shall not exceed$130,000. The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be executed by their duly authorized representative to be effective as of the date signed below. Vendor Name: pr Z.p,.') C.c�l n G Authorized Signature: A2,z Printed Name: .i ffl c,rX 4- Title: a /r.S_ g6 i n s -L4-9 Date: U ! Name: City of Fort Worth Authorized Signature: Printed Name: Title: Date: Sole Source Agreement: 1 es OFFICIAL RECORD CITY SECRETARY FT.r WORTH, TX P.O. No.: SS No.: Exhibit A CITY OF FORT WORTH,TEXAS STANDARD PURCHASING TERMS AND CONDITIONS l. DEFIM T ION OF BUYER The City of Fort Worth, its officers,agents,servants,authorized employees,vendors and sub vendors who act on behalf of various City departments,bodies or agencies. 2. DEFINITION OF BUYER The consultant,Vendor(s),supplier,Vendor(s)or other provider of goods and/or services, its officers,agents, servants,employees,vendors and sub vendors who act on behalf of the entity under a contract with the City of Fort Worth. 3. TERM 3.1 This is for a one-time purchase for the items listed in Exhibit B. 4. PUBLIC INFODI:'IATION Any information submitted to the City of Fort Worth(the"City")may be requested by a member of the public under the Texas Public Information Act. See TEX.GOV'T CODE ANN. §§ 552.002, 552.128(c)(West Supp. 2006). If the City receives a request for aSeller's proprietary information,the Seller listed in the request will be notified and given an opportunity to make arguments to the Texas Attorney General's Office(the"AG") regarding reasons the Seller believes that its information may not lawfully be released.If Seller does not make arguments or the AG rejects the arguments Seller makes,Seller's information will be released without penalty to the City. 5. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer shall have a financial interest,direct or indirect,in any contract with Buyer or be financially interested,directly or indirectly, in the sale to Buyer of any land,materials,supplies or services,except on behalf of Buyer as an officer or employee.Any willful violation of this section shall constitute malfeasance in office,and any officer or employee found guilty thereof shall there by forfeit his office or position. Any violation of this section with the knowledge,expressed or implied,of the person or corporation contracting with the City Council shall render the contract invalid by the City Manager or the City Council. (Chapter XXVII, Section 16,City of Fort Worth Charter). 6. ORDERS 6.1 No employees of the Buyer or its officers,agents,servants,vendors or sub vendors who act on behalf of various City departments,bodies or agencies are authorizedto place orders for goods and/or services without providing approved contract numbers,purchase order numbers,or release numbers issued by the Buyer.The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(ax 1),(2),or(3). In the case of emergencies,the Buyer's Purchasing Division will place such orders. 6.2 Acceptance of an order and delivery on the part of the Seller without an approved contract number, purchase order number,or release number issued by the Buyer may result in rejection of delivery, return of goods at the Seller's cost and/or non-payment. Sole Source Agreement: 2 01.23.19 pes P.O. No.: SS No.: 7. SELLER TO PACKAGE GOODS Seller will 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 ordernumber;(c)Container number and total number of containers,e.g., box 1 of 4 boxes;and(d)Number of the container bearing the packing slip. 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 anyapplicable specifications.Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 8. SHIPMENT UNDER RESERVATION PROHIBITED Seller is not authorized to ship the goods under reservation,and no tender of a bill of lading will operate as a tender of goods. 9. TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery after inspection andacceptance of the goods. 10. DELIVERY TI RMS AND TRANSPORTATION CHARGES Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed, unless delivery terms are specified otherwise in Seller's proposals.Buyer agrees to reimburse Seller for transportation costs in the amount specified in Seller's proposals or actual costs, whichever is lower, if the quoted delivery terms do not include transportation costs; provided, Buyer shall have the right to designate what method of transportation shall be used to ship the goods. 11. PLACE OF DELIVERY The place of delivery shall be set forth in the"Ship to"block of the purchase order,purchase change order,or release order. 12. RIGHT OF INSPECTION Buyer shall have the right to inspect the goods upon delivery before accepting them.Seller shall be responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications. 13. INVOICES 13.1 Seller shall submit separate invoices in duplicate,on each purchase order or purchase change order after each delivery.Invoices shall indicate the purchase order or purchase change order number.Invoices shall be itemized and transportation charges, if any, shall be listed separately.A copy of the bill of lading and the freight waybill,when applicable,should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's Department and address as set forth in the block of the purchase order, purchase change order or release orderentitled "Ship to." Payment shall not be made until the above instruments have been submitted after delivery and acceptance of the goods and/or services. 13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices.The Buyer shall furnish a tax exemption certificate upon Seller's request. 13.3 Payment. All payment terms shall be"Net 30 Days"unless otherwise agreed to in writing.Before the Sole Source Agreement: 3 01.23.19 pes P.O. No.: SS No.: 1 st payment is due to Seller, Seller shall register for direct deposit payments prior to providing goods and/or services using the forms posted on the City's website." 14. PRICE WARRANTY 14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller warrants to be no higher than Seller's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase. In the eventSeller breaches this warranty, the prices of the items shall be reduced to the prices contained in Seller's proposals,or in the alternative upon Buyer's option,Buyer shall have the right to cancel this contract without any liability to Seller for breach or for Sellers actual expense. Such remedies are in addition to and not in lieu of any other remedies which Buyer may have in law or equity. 14.2 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission,percentage,brokerage or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Seller for the purpose of securing business. For breach or violation of this warranty,Buyer shall have the right, in addition to any other right or rights arising pursuant to saidpurchase(s),to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage or contingent fee, or otherwise to recover the full amount thereof. 15. PRODUCT WARRANTY Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of Buyer.Seller warrants that the goods furnished will conform to Buyer's specifications,drawings and descriptions listed in the proposal invitation,and the sample(s)furnished by Seller, if any. In the event of a conflict between Buyer's specifications,drawings,and descriptions, Buyer's specifications shall govern. 16. SAFETY WARRANTY Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act(OSHA)of 1970,as amended. In the event the product does not conforn to OSHA standards,Buyer may return the product for correction or replacement at Sellers expense. In the event Seller fails to make appropriate correction within a reasonable time,any correction made by Buyer will be at Seller's expense. Where no correction is or can be made,Seller shall refund all monies received for such goods within thirty(30)days after request is made by Buyer in writing and received by Seller.Notice is considered to have been received upon hand delivery,or otherwise in accordance with Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach and cause this contract to terminate immediately. 17. SOFTWARE LICENSE TO SELLER If this purchase is for the license of software products and/or services,and unlessotherwise agreed,Seller hereby grants to Buyer,a perpetual, irrevocable,non-exclusive,nontransferable,royalty free license to use the software.This software is"proprietary"to Seller,and is licensed and provided to the Buyer 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 Seller;however Buyer may make copies of the software expressly for backup purposes. Sole Source Agreement: 4 01.23.19 pes P.O. No.: SS No.: 18. WARRANTY AGAINST INFRINGMENT OF INTELLECTUAL PROPERTY 18.1 The SELLER warrants that all Deliverables,or any part thereof,furnished hereunder,including but not limited to: programs,documentation,software,analyses,applications,methods,ways, and processes(in this Section each 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. 18.2 SELLER 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. 18.3 SELLER 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 mark,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 SELLER bears the cost and expense of payment for claims or actions against the City pursuant to this section 8,SELLER 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 SELLER 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,SELLER shall fully participate and cooperate with the City in defense of such claim or action.City agrees to give SELLER timely written notice ofany 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 SELLER'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,SELLER 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 SELLER, terminate this Agreement,and refund all amounts paid to SELLER by the City,subsequent to which termination City may seek any and all remedies available to City under law. Sole Source Agreement: S 01.23.19 pes P.O. No.: SS No.: 19. OWNERSHIP OF WORK PRODUCT Neither party to this Agreement intends to transfer or sell any of its intellectual property rights under this Agreement for the supply of commercial products and services.The parties expressly agree that Thermo Fisher shall retain all right,title and interest in and to all intellectual property owned,controlled or developed by it prior to and during Thermo Fisher's performanceunder this Agreement, including without limitation,the intellectual property embodied in theproducts,services, instrumentation,the software included in its products and instrumentation,and all documentation of Thermo Fisher that is useful for the operation of the products, instrumentation or services provided hereunder("Thermo Fisher IP").The parties acknowledge and agree that except as expressly stated in this Agreement the customer shall have the limited license to use the products and/or services for its internal purposes only and no other licenses or other rights in orrelating to the Thermo Fisher IP or their use,or under any patents or other intellectual propertyrights owned,controlled,or otherwise held by either party or its affiliates are granted to the otherparty under this Agreement. In the event,either party wishes to transfer intellectual property rights,such transfer shall be only become effective through a separate written license agreement between the parties. 20. NETWORK ACCESS The City owns and operates a computing environment and network(collectively the"Network"). If Seller requires access,whether onsite or remote,to the City's network to provide services hereunder,and the Seller is required to utilize the Internet,Intranet,email,City database,or other network application, Seller shall separately execute theCity's Network Access Agreement prior to providing such services.A copy of the City's standard Network Access Agreement can be provided upon request. 21. CANCELLATION Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof,including warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies,which Buyer may have in law or equity. 22. TERMINATION The performance of work or purchase of goods under this order may be terminated inwhole or in part by Buyer,with or without cause,with thirty(30)days' written"Notice of Termination"_specifying the extent to which performance of work or the goods to be purchased under the order is terminated and the date upon which such term ination becomes effective. Such right of termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein. 23. ASSIGNMENUDELEGATION No interest,obligation or right of Seller, including the right to receive payment,under this contract shall be assigned or delegated to another entity without the express written consent of Buyer.Any attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent,Seller agrees that Seller shall provide,at no additional cost to Buyer,all documents,as determined by Buyer,that are reasonable and necessary to verify Seller's legal status and transfer of rights, interests,or obligations to another entity.The documents that may be requested include, but are not limited to,Articles of Incorporation and related amendments,Certificate of Merger, IRS Form W-9 to verify tax identification number,etc.Buyer reserves the right to withhold all payments to any entity other than Seller, if Seller is not in compliance with this provision. If Seller fails to provide necessary information in accordance with this section,Buyer shall not be liable for any penalties,fees or interest resulting therefrom. Sole Source Agreement: 6 01.23.19 pes P.O. No.: SS No.: 24. WAIVER No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration in writing and is signed by the aggrieved party. 25. MODIFIC ATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 26. THE AGREEMENT In the absence of an otherwise negotiated contract,or unless stated otherwise,the Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions together with any attachments and exhibits. This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the tenns of their agreement.No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a course of performance under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection.Whenever a term defined by the Uniform Commercial Code (UCC) is used inthis Agreement,the definition contained in the UCC shall control.In the event of aconflict between the contract documents,the order of precedence shall be these Standard Terms and Conditions,and the Seller's Quote. 27. APPLICABLE LAW/VENUE Both parties agree that venue for any litigation arising from this contract shall be in Fort Worth,Tarrant County,Texas. This contract shall be governed,construed and enforced under the laws of the State of Texas. 28. INDEPENDENT VENDORISI Seller shall operate hereunder as an independent Vendor(s)and not as an officer,agent,servant or employee of Buyer. Seller shall have exclusive control of,and the exclusive right to control,the details of its operations hereunder,and all persons performing same,and shall be solely responsible for the acts and omissions of its officers,agents,employees,vendors and sub-vendors.The doctrine of respondent superior shall not apply as between Buyer and Seller,its officers,agents,employees,vendors and sub vendors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers,agents,employees,vendors and sub vendors. 29. LIABILITY AND INDEMNIFICATION 29.1 LIABILITY-SELLER SHALL BE LIABLE AND RESPONSIBLE FORANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/ORPERSONAL INJURY,INCLUDING DEATH,TO ANY AND ALLPERSONS,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 SELLER,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 29.2 INDEMNIFICATION—SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY(ALSO REFERRED TO AS BUYER),ITS OFFICIERS,AGENTS,SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER,WHETHER REAL OR Sole Source Agreement: 7 01.23.19 pes P.O.No.: SS No.: ASSERTED,FOR EITHER PROPERTY DAMAGE OR LOSS(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 SELLER, ITS OFFICIERS,AGENTS,SUBVENDOR[S],SERVANTS OR EMPLOYEES. 30. SEVED.ABILITY In case any one or more of the provisions contained in this agreement shall for any reason,be held to be invalid,illegal or unenforceable in any respect,such invalidity, illegality or unenforceability shall not affect any other provision of this agreement,which agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 31. FISCAL FUNDING LIMITATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract, then Buyer will immediately notify Seller of such occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to Buyer of any kind whatsoever,except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. 32. NOTICES TO PARTIES Notices addressed to Buyer pursuant to the provisions hereof shall be conclusivelydetermined to have been delivered three(3)business days following the day such notice is deposited in the United States mail, in a sealed envelope with sufficient postage attached,addressed to Purchasing Manager,City of Fort Worth, Purchasing Division,200 Texas Street,Fort Worth,Texas 76102.Notices to Seller shall be conclusively determined to have been delivered three(3)business days following the day such notice is deposited in the United States mail, in a sealed envelope with sufficient postage attached,addressed to the address given by Seller in its response to Buyer's invitation to proposals.Or if sent via express courier or hand delivery,notice is considered received upon delivery. 33. NON-DISCPI*KINATION This contract is made and entered into with reference specifically to Chapter 17,Article III,Division 3 ("Employment Practices"),of the City Code of the City of Fort Worth(1986),as amended,and Seller hereby covenants and agrees that Seller, its employees,officers,agents,vendors or sub vendors,have fully complied with all provisions of same and that no employee,participant,applicant,Vendor(s)or sub Vendor(s)has been discriminated against according to the terms of such Ordinance by Seller, its employees,officers,agents, Vendor(s)or sub vendors herein. 34. IMMIGRATION NATIONALITY ACT City actively supports the Immigration&Nationality Act(INA)which includesprovisions addressing employment eligibility,employment verification,and nondiscrimination.Vendor shall verify the identity and employment eligibility of allemployees who perform work under this Agreement.Vendor shall complete the Employment Eligibility Verification Form(1-9),maintain photocopies of all supporting employment eligibility and identity documentation for all employees,and upon request,provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services.Vendor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Vendor shall Sole Source Agreement: 8 01.23.19 pes P.O.No.: SS No.: indemnify City from any penalties or liabilities due toviolations of this provision.City shall have the right to immediately terminate thisAgreement for violations of this provision by Vendor. 35. HEALTH,SAFETY AND ENVIRONMENTAL REQUIREMENTS Services, products,materials,and supplies provided by the Seller must meet or exceed all applicable health, safety, and the environmental laws, requirements,and standards. In addition,Seller agrees to obtain and pay,at its own expense, for all licenses,permits,certificates,and inspections necessary to provide the products or to perform the services hereunder.Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 36. RIGHT TO AUDIT Seller agrees that the Buyer,or Buyer's authorized representative,shall, until the expiration of three(3)years after final payment under this contract,and at no additional cost to Buyer,have access to and the right to examine and copy any directly pertinentbooks,computer disks,digital files,documents, papers and records of the Seller involving transactions relating to this contract, including any and all records maintained pursuant to this Agreement. Seller agrees that the Buyer shall have access,during normal working hours,to all necessary Seller facilities,and shall be provided adequate andappropriate workspace, in order to conduct audits in compliance with the provisions of this section. Buyer shall pay Seller for reasonable costs of any copying in accordance with the standards set forth in the Texas Administrative Code.The Buyer shall give Seller reasonable advance written notice of intended audits,but no less than ten(10)business days. 37. DISABILITY In accordance with the provisions of the Americans With Disabilities Act of 1990(ADA), Seller warrants that it and any and all of its sub vendors will not unlawfully discriminate on the basis of disability in the provision of services to general public,nor in theavai lability,terms and/or conditions of employment for applicants for employment with,or employees of Seller or any of its sub vendors. Seller warrants it will fully comply with ADA's provisions and any other applicable federal,state and local laws concerning disability and will defend, indemnify and hold Buyer harmless against any claims orallegations asserted by third parties or sub vendors against Buyer arising out of Seller's and/or its sub vendor's alleged failure to comply with the above- referenced laws concerning disability discrimination in the performance of this agreement. 38. DISPUTE RESOLUTION If either Buyer or Seller 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 afterdiscovering the claim,dispute,or breach.The notice shall state the nature of the dispute and list the parry's specific reasons for such dispute. Within ten(10)business days of receipt of the notice,both parties shall 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 parties may submit the matter to non-binding mediation 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.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. Sole Source Agreement: 9 01.23.19 pes P.O. No. SS No.: 39. PROHIBITION ON CONTRACTING`.'.'ITH COMPANIES THAT BOYCOTT ISRAEL Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it:(1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"and"company"shall have the meanings ascribed to those terms in Section 808,001 of the Texas Government Code. By signing this contract,Seller certifies that Seller's signature provides written verification to the City that Seller:(1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. 40. INSURANCE REQUIREMENTS 40.1 Seller shall assume all risk and liability for accidents and damages that may occur to persons or property during the prosecution of work under this Agreement.Seller shall file with the City of Fort Worth Purchasing Division, prior to thecommencement of services,a certificate of insurance documenting the following required insurance within five(5)calendar days of notification. 40.2 Policies shall have no exclusions by endorsements which nullify the required lines of coverage, nor decrease the limits of said coverage unless such endorsements are approved by the City.In the event a contract has been bid or executed and the exclusions are determined to be unacceptable or the City desires additional insurance coverage,and the City desires the Vendor to obtain such coverage,the contract price shall be adjusted by the cost of the premium for such additional coverage plus 10%. 40.2.1 Statutory Workers' Compensation Insurance and Employer's Liability Insurance at the following limits: $100,000 Each Accident $500,000 Disease—Policy limit $100,000 Disease—Each Employee This coverage may be written as follows: Workers' Compensation and Employers'Liability coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act(Art. 8308— 1.01 et seq. Tex. Rev.Civ. Stat.)and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee. 40.2.2 Commercial General Liability Insurance including Explosion,Collapse,and Underground Coverage shall be provided as follows: $1,000,000 Each Occurrence $2,000,000 Annual Aggregate Coverage shall include but not be limited to the following: premises/operations, independent vendors,products/completed operations,personal injury,and contractual liability. Insurance shall be provided on an occurrence basis,and as comprehensive as the current Insurance Services Office(ISO)policy. 40.2.3 Auto Liability Insurance shall be provided as follows: Sole Source Agreement: 10 01.23.19 pes P.O. No. SS No.: $1,000,000 Combined Single Limit Each Accident A commercial business policy shall provide coverage on "Any Auto",defined as autos owned, hired and non-owned. 40.2.4 The Contractor shall furnish the Purchasing Manager, with a certificate of insurance documenting the required insurance prior to the commencement of services. 40.2.5 Policies shall be endorsed to provide the City of Fort Worth a thirty-(30)day notice of cancellation,material change in coverage,or non-renewal of coverage. 40.2.6 Applicable policies shall also be endorsed to name the City of Fort Worth as an additional insured,as its interests may appear(ATIMA). 40.3 ADDITIONAL INSURANCE REQUIREMENTS 40.3.1 The City, its officers,employees and servants shall be endorsed as an additional insured on Vendor's insurance policies excepting employer's liability insurance coverage under Contractor's workers'compensation insurance policy. 40.3.2 Certificates of insurance satisfactory to the City and Worker's Compensation Affidavit must be received before Vendor can begin work.Failure to supply and maintain such insurance shall be a breach of contract. Contractor shall provide complete copies of all insurance policies required by this Agreement.Certificates of insurance must be supplied to: Financial Management Services Department Attention:Purchasing Division 200 Texas Street(Lower Level) Fort Worth,Texas 76102 40.3.3 Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein.Each insurance policy shall be endorsed to provide the City a minimum 30 days' notice of cancellation,non-renewal,and/or material change in policy terms or coverage.A ten(10)day notice shall be acceptable in the event of non-payment of premium. 40.3.4 Insurers must be authorized to do business in the State of Texas and have a current A.M.Best rating of A: VII or equivalent measure of financial strength and solvency.Deductible limits,or self- funded retention limits,on each policy must not exceed$10,000.00 per occurrence unless otherwise approved by the City. 40.3.5 Other than worker's compensation insurance,in lieu of traditional insurance,City may consider alternative coverage or risk treatmentmeasures through insurance pools or risk retention groups.The City must approve in writing any alternative coverage. 40.3.6 Workers' compensation insurance policy(s)covering employees of the Vendor shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the City. 40.3.7 City shall not be responsible for the direct payment of insurance premium costs for Vendor's insurance. 40.3.8 Vendor's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self-funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. Sole Source Agreement: 11 01.23.19 pes P.O. No.: SS No.: 40.3.9 While this agreement is in effect,Vendor shall report, in a timely manner,to the Purchasing Department any known loss occurrence that could give rise to a liability claim or lawsuit or which could result in a property loss. 40.3.10 Vendor's liability shall not be limited to the specified amounts of insurance required herein. Sole Source Agreement: _ 12 01.23.19 pes CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person i responsible for the monitoring and administration By: of this contr including ensuring all ; Name: Dana ghdoff performan reporting m Title: Assis t City Manager Date: 2 By: Name: Patricia A. Stanley APPROVAL RECOMMENDED: 'Title: Management Analyst Il APPROVED AS TO FORM AN t GALITY: By: y: By: Name: Chris Harder ame: Christa R. L - lds Title: Water Director Title: Senior Assistant City Attorney ATTEST: CONTRACT AUTH RI" ATION: M&C: 19-0023 0$/Olo I l9 Form 1295: 2019-500427 By: f a*: Mary Kayser -tl . City Secretary ��. • ;C? ; v SELLER: , Horizon T 11noiogy,Ina TTEST: i By: , ame:-lusiine elmont By: Title:Sales Administrator Name: `ve A—Ard M Date: Off// 'q I C� Title: CFO1 1�LJ! ) I rr� 1 1 I I 1 OFFICIAL RECORD Sole Source Purchase Vendor Agreement CITY SECRETARY Horizon Technology,Inc. ; P.O. No.: SS No.: Exhibit B—CONFLICT OF INTEREST QUESTIONNAIRE Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity(i.e. The City of Foil Worth)must disclose in the Questionnaire Form CIQ("Questionnaire")the person's affiliation or business relationship that might cause a conflict of interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the City, or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential agreement with the City. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaire Form CIQ is enclosed with the submittal documents.The form is also available at littlle//www.etliocs.state.tx.us/`fog-ms/CI04tff. If you have any questions about compliance,please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who issubject to the filing requirement.An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have with the City,state Vendor name in the#1,use N/A in each of the areas on the form.However,a signature is required in the#4 box in all cases. Sole Source Agreement: 13 01.23.19 pes P.O. No.: SS No.: CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed In accordance with Chapter 176,Local Government Code, oste RacaiVW by a vendor who 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 filedwith the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1),Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.An offense under this section Is a misdemeanor. I'J Name of vendor who has a business relationship with local governmental entity. Check this box Ifyou are filing an update to a previously tiled questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate tiling authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 31 Name of local government officer about whom the Information In this section Is being disclosed. Name of Officer This section (item 3 including subparts A, B, C, 6 D) must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a),Local Government Code. Attach additional pages to this Form CIO as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income,other than investment income, from the vendor? = Yes 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 named in this section AND the taxable income Is not received from the local governmental entity? Yes = No C. Is the filer of this questionnaire employed by 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? = Yes [= No D. Describe each employment or business and family relationship with the local government officer named In this section. Az 4 - ;o 4naturevndor doing business with the governmental entity Date Adopted 8/7/2015 Sole Source Agreement: 14 01.23.19 pes P.O. No.: SS No.: EXHIBIT C-VENDOR CONTACT INFOrRMATION Vendor's Name: o r 011 —F-e"n a' U Vendor's Address: IV I ��Le m /U 14 03079 Phone: U D 3- KC 3(f - 3�� 3 Fax: Y 13-L1 Ji V Email: Name of person(s)to contact when placing an order or invoice questions: l Name/Title: n JA -Ror ri CL A, �1► -¢/ J Phone: Leo 3 - 2`1 A '' 3(eln 3 Fax: GO 3 :Y1 Email: Urdef 5 tjj b, Name/Title: Phone: 3 -3(P e 3 Fax: U t U3 g q 3 - '• 9�4 Email: tt -'— �]+�n . 54lack �? D, ath-stt , C.J171 Name/Title: L cturI G d('rfA GP f'( t C.outo(3-, nC Phone: (00 3 c/3 -3 (to�0 3 Fax: - Y9-� Email: ,- T L a"r l p, j�?rr to c Coin J4 ne?-5 ail-0-W,7T (' Printed Name Dat Sole Source Agreement: 15 01.23.19 pes P.O. No.: SS No. EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY HORIZON TECHNOLOGY INC 16 NORTHWESTERN DRIVE SALEM,NH 03079-4810 Vendor hereby agrees to provide City with independent audit basic financial statements,but also the fair presentation of the financial statements of individual funds. Execution of this Signature Verification Form("Form")hereby certifies that the following individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,amendment or change order on behalf of Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Vendor. 1. Name: t1 u s+t n e I e-L W1G i1,1 Position: trl i , r"c`. v Signature: 2. Name: Position: Signature: A/ Signature of President/CEO/Managing Partner C-f�7t> '11�h i Title Date Sole Source Agreement: 16 01.23.19 pes EXHIBIT E FO RT WO RcH H , SPECIFICATIONS FOR SPE-DEX 5000 THREE STATION EXTRACTOR MODULES APPLICABLE REQUIREMENTS 1.0 No equivalents or substitution. 1.1 Must be a Horizon SPE-DEX 500 Three Station Extractor Module. 1.2 Part Numbers: SPE-DEX 5000, 63-2566, 63-2820-01, 50-5018-01, 50-5018-03, 150-0009-04, 160-0001-02, 27-0476-01, 49-5001, 49-5006-01 PN# Description SPE-DEX 5000 SPE-DEX 5000-Three(3)Station Extractor Module Include(s): • Extractor Module • Utility Kit • Starter Kit • Control PC required to run module with Windows 10 or Higher 63-2566 Horizon Desktop Computer Specification for SPE-DEX 5000 [minimum] PC Parameters Available Equivalent: 64 bit. Processor: Intel Core U VPro 8'h Generation[minimum] Operating System: Windows 10 Professional, 64 bit. Memory: 8GB DDR(min) Screen: 20"or greater HD LCD for Desktop or 15"or 17"for laptops Graphics: Integrated. Hard Drive: (min.)500 GB SSD or 1 GB 720ORPM Hard Disk Drive Networking: Ethernet 10/100/1000 Base-T. Sound: Required for Alerts Software:Adobe Reader Available USB: 3.0 Port Disk Holder 50-5018-01 SPE Disk Holder/47mm w/5000 50-5018-03 Fast Flow SPE Disk Holder/47mm/100mm for 5000 Cap Adapters for Sample Bottles: [Requires Three per Module 150-0009-04 53 x 400 Cap Adapter for 1 L Wide Mouth Bottle Collection Vessels 160-0001-02 VOA Adapter 19/22 Taper; 40ml- 27-0476-01 125mL, 19/22 Taper, Erlenmeyer Flask w/stopper Solvent Lines[Required Accessory] 49-5001 Lines with GL45 Cap& 1 L Schott Bottle Solvent Lines&Ca s: 38x430 Exhaust System 49-5006-01 Exhaust Vent Hose with Clamp Kit Discount for Buy Back Extractor(s) Buy Back Program Value Buy Back of Four 4790 Extractor(s) Extractor(s)Serial Number: 05-0573 Extractor(s)Serial Number: 05-0574 Extractor(s)Serial Number: 05- 0575 Extractor(s)Serial Number: 06-0783 2.0 TECHNICAL SPECIFICATIONS 2.1 The samples being processed in the laboratory require sample flow rates of 25- 250 mL/min to ensure optimum recovery. 2.2 The system must have internal tubing, pumps, and valves providing this range for water sample flow rates from 25-250 mL/min. 2.3 Due to limited space and as a safety feature all pumps and valves must be internal to the unit. 2.4 The laboratory receives a wide variety of bottles. At a minimum the system must offer the capability to process samples from containers such as: 40 mL-2 L, 45 mm Schott, 1 L Ball/Kerr bottle, and 1 L Boston Round. To anticipate the future needs of the laboratory, the system must provide the ability to develop custom adapters. 2.5 To assure the precision and recovery levels required, the sample bottles must be automatically rinsed and all analytes are delivered to the sorbent disk. 2.6 The system must include the capability to process a full range of water samples (with and without particulates) by including at least adjustable liquid sensors. 2.7 Must include the ability to physically remove the sample and the Water Inlet Valve assembly from the module. 2.8 Samples received can include a heavy load of particulates, the system must accommodate the samples with some type of built-in disk holder that allows fast flows versus waiting long times for processing. 2.9 To minimize space requirements and costs, one controller PC must be able to control at least four (4) individual modules. 2.10 The system must provide software to ensure heavily particulate containing samples are handled correctly and a sample is paused for operator intervention when an unsatisfactory situation is detected. 2.11 Optimal detection of all liquids is required due to the wide array of samples. The system should include an automatic zeroing of the liquid sensors to assure the correct settings are in place regardless of the sample. 2.12 To minimize down time critical components such as solenoid valves and seals must be easily replaceable. 2.13 To assure optimization of sample processing the system must be able to adjust in real time the vacuum range for the sample load step. 2.14 To assure consistency the methods must be set and recalled automatically. 2.15 To ensure consistent recoveries, the disk platform must be adjustable allowing optimal positioning between the surface of the SPE disk and water inlet valve. 2.16 The system must include a mechanism and disposables for Acid/Base-Neutral extractions. 2.17 To meet the wide variety of methods required in the laboratory, at least seven solvents should be accommodated and allowed to be used for conditioning, rinsing, washing, or elution. 2.18 To minimize sample set up time and transcription errors, a bar-code reader must be accommodated for entering sample IDs. 2.19 All Wash and Rinses can be directed either up and into the sample container, or directed down into the SPE Disk Holder 2.20 To minimize oxidation the system must allow a blanket of nitrogen. 2.21 Must include slow load and clogged disk monitoring to ensure the sample is preserved. 2.22 To eliminate interpretation errors, easy to understand icons and symbols should be included in the software. 2.23 To allow bench top operation, the system should provide a solvent vapor guard venting all solvent vapors, which are contained and directed into a proper venting outlet. 2.24 To provide flexibility in sample processing and error recovery, a "Pause" feature must be available anytime during the run as well as a sample abort option. To minimize samples being lost in processing the system, must include a Solvent Vapor vent line, which directs all solvent vapors away from the Collection Vessel. 2.25 For reproducibility, the system must include liquid sensors to monitor and detect when the water sample has been properly processed to ensure consistent and repeatable air dry times for all samples. 2.26 Must include an Overflow liquid sensor to ensure a sample is never lost. 2.27 To allow easy upgrades a USB port must be provided. 3.0 WARRANTY 3.1 Provide a 12 month comprehensive on-site warranty. 3.2 Provide rental instrument at no charge when repair at Factory Service Center is necessary, if available. 3.3 Pay freight charge (standard UPS ground) for shipment of instruments and replacement parts from Factory Service Center. 3.4 Include travel time and cost. Exhibit F FORT WORTH. Purchasing Division City of Fort Worth SOLE SOURCE PROCUREMENT JUSTIFICATION Purpose This form must accompany all sole source purchase requests for equipment, construction, supplies or services when the purchase is for more than $3,000.00. This form is not needed when the purchase is for a professional services contract. The purpose of the sole source procurement justification is to demonstrate that the competitive process is not required because only one product or service can meet the specific need of the City of Fort Worth ("City"). A sole source procurement may not be used to circumvent the City's normal purchasing procedures or for a price-based justification. Acceptance of the sole source procurement justification is at the discretion of the Purchasing Division Manager or his designee. Certification My signature below certifies that I am aware that state and federal procurement statutes and regulations require that procurements of a certain amount made by government entities must be competitively bid unless the purchase qualifies as an exemption to the competitive bidding requirements. I am requesting this sole source procurement based on the information provided in the Justification section below. The information is complete, accurate and based on my professional judgment and investigations. I also certify that this purchase will not violate Section 2-238 of the City's Ethics Code. Requesting Department: Water[Centralized Laboratory]_ Requested by [printed name]: _David Nelson Signature: Recommended by [printed name]: Chris Harder Department Director 1 Signature: AL Telephone number: _[817] 392-5020 Date: / /2018 W46f ur Matt Murray, Assistant Iffity Attorney Sole Source Procurement Justification Page 1 of 4 Rev. 12/2014 Exhibit F Justification 1. Describe the product(s) or service(s) your department wishes to purchase—provide vendor name, manufacturer, model number and/or generic description identifying the item(s) or service(s). Vendor Name: Horizon Technology System Description SPE-DEX 5000"Three Station Extractor Module(s) SPE-DEX 5000-Three(3)Station Extractor Module Include(s): Part Number: Extractor Module SPE-DEX 5000 Utility Kit Starter Kit (Control PC required to run module with Window 7 or Higher) On-Site Installation &Training COMPUTER HORIZON LAPTOP SPECIFICATION For SPE-DEX 5000 (minimum) PC Parameters Specification for SPE-DEX 5000(minimum]PC Parameters Processor: Intel Core i7 Vpro 8"'Generation [minimum] Available Equivalent: 64 bit. Operating System: Windows 10 Professional, 64 bit. Memory: 8GB DDR (min) 63-2566 Screen: 20"or greater HD LCD for Desktop or 15"or 17'for laptops Graphics: Integrated. Hard Drive: (min.)500 GB SSD or 1 GB 720ORPM Hard Disk Drive Networking: Ethernet 10/100/1000 Base-T. Sound: Required for Alerts Software: Adobe Reader Available USB: 3.0 Port Computer is preloaded with software from the manufacturer and is not offered separately. 50-5018-01 SPE Disk Holder/47mm w/5000 Riser 50-5018-03 Fast Flow SIDE Disk Holder/47mm/100mm for 5000 CAP ADAPTER(S)for Sample Bottle(s)(Requires Three(3)Per Module) 150-0009-04 53 x 400 Cap Adapter for 1 L Wide Mouth Bottle Customized to the equipment by the manufacturer. COLLECTION VESSEL(S) 160-0001-02 VOA Adapter 19/22 Taper;40mL 27-0476-01 125 ml 19/22 Taper, Erlenmeyer Flask w/Stopper SOLVENT LINE(S) (Required Accessory) 49-5001 Lines with GL45 Cap& 1 L Schott Bottle Solvent Lines&Caps- 38 x 430 EXHAUST SYSTEM 49-5006-01 Exhaust Vent Hose with Clamp Kit Buy Back of Four 4790 Extractors Buy Back Program Extractor(s)Serial Number: 05-0573 Value Extractor(s)Serial Number: 05-0574 Extractor(s)Serial Number: 05-0575 Extractors Serial Number: 06-0783 2. Purpose—provide a brief description of why the product(s) or service(s) is required. The equipment is required to support various projects for Drinking Water, Storm Water,Wastewater and Industry Water as part of the Pretreatment Services Division "aka PSD" and TPW Storm Water related to the TCEQ Village Creek Permit, Public Water Systems and Well Water. The analysis are linked to permits, EPA and TCEQ Regulatory Requirements as well as various water projects [e.g. Reclaim, Zoo, Sewer Overflows]. Sole Source Procurement Justification Page 2 of 4 Rev. 12/2014 Exhibit F 3. Describe your efforts to identify other vendors —trade shows, internet search, vendor catalogues. Provide product and contact information for other products, services and vendors evaluated. (A quote is not required, simply enough information to show the availability/non-availability of other sources.) Fox Scientific does not provide this equipment. Horizon Technology is the original equipment manufacturer and the sole source provider of the SPE-DEX 5000 Extractor System that is compliant with EPA 525, 625, 608, 1657 and Caffeine method protocols and requirements. The intellectual properties of Horizon Technology include various copyright, trademark and patents for these products. Cap Adapters are customize to the equipment and cannot be source from another supplier. This requires 3 cap adapters per module. 4. Justification: a. Identify the reason(s)why other vendors, products, or services competing in this market do not meet the City's needs or specifications: _X`, The product(s)or service(s)is available from only one source because of patents, copyrights, secret processes, or natural monopolies. The product(s) is a captive replacement part(s)or component(s)for existing equipment. The dollar value of the existing equipment is approximately$ Use of other than Original Equipment Manufacturer parts jeopardizes the warranty or may result in equipment not functioning to the level of factory specifications. X Authorized factory service is available from only one source. _X_ Maintenance for the existing product is only available from one source. b. Attach justification letter from the manufacturer or originator of the product or service. Document is attached. 5. Will this purchase limit the ability of other vendors to compete on future purchases for supplies, upgrades, or replacements? If so, how? Yes, Horizon Technology is the original equipment manufacturer and the sole source provider of the SPE- DEX 5000 Extractor System. The intellectual properties of Horizon Technology include various copyright, trademark and patents for these products. 6. Will this purchase obligate the City to future purchases, for example, maintenance or license(s)? If so, what future purchases will be required? Yes, maintenance agreement and supplies. 7. What will happen if the City does not purchase the requested product(s) or service(s)from this vendor? The Pretreatment Services Division "aka PSD,"TPW Storm Water Permit requirements for Village Creek and Sewer Overflows will not be supported. Sole Source Procurement Justification Page 3 of 4 Rev. 12/2014 Exhibit F Purchasing Division Comments: Buyer/Senior Buyer/Supervisor: Date: Approval PURCHASING DIVISION: Sole Source Procurement approved: Yes No Signature of Purchasing Division Manager: Printed Name: Date: Sole Source Procurement Justification Page 4 of 4 Rev. 1212014 p • (f Sales Quotation HQriZ�on Sa technology apart of B i o t a ge Quote Number: Bill To Address:16 Northwestem Drive.Salem,NH 03079 0072JDB R-7-Fort Worth CO-JS-6000 SYS(S) PH:603-893-3663 FAX:603-893-4994 Date 5/13/2019 City of Fort Worth 2600 SE Loop 280 EXHIBIT G Quote Expires on: 6/2112019 Fort Worth, TX 76140 Phone: 817-392-5916 Attn: Johnny Skelton Fax: 817-568-1216 FOB:Salem,NH Estimated Ship Date: 3 - 4 Weeks Terms: Net 30 Days From Shippingllnvoice Date Part Number Description Price Qty Extend SPE-DEX 5000'Three Station Extractor Module(s) SPE-DEX 5000 SPE-DEX 5000-Three(3)Station Extractor Module $34,650.00 3 $103,950.00 Include(s): Extractor Module Utilitiy Kit Starter Kit (Controll PC reaulred to run module with Wndo w 10 or HlnherJ (Above Abdule krdudw One Oey of On-Ste butdledon 3 Tuning) 1000 Discount for Buy Back Extractor(s) ($3,000.00) 1 3 000.00 Buy Back Program Value Buy Back of Four 4790 Extractor(s) Extractor(s)Serial Number: 05-0573 Extractor(s)Serial Number: 05-0574 Extractor(s)Serial Number: 05-0575 Extractor(s)Serial Number: 06-0783 AVIV/Y/V/V/VN.►IVIVIVIVIVIVIV/V.VIVIVIVNIV/VIV Subtotal w/Discount $100,950.00 COMPUTER(S) 63-2567 HORIZON DESKTOP COMPUTER $1,261.00 1 $1,261.00 SPECIFICATION For SPE--DEX 5000(minimum)PC Parameters Desktop[PC] Parameters minimum Available Equivalent: 64 bit. Processor: Intel Core i7 VPro 8th Generation[minimum] Operating System: Windows 10 Professional, 64 bit. Memory: 8GB DDR(min) Graphics: Integrated. Hard Drive: (min.)500 GB SSD or 1 GB 720ORPM Hard Disk Drive Networking: Ethernet 10/100/1000 Base-T. MULTIPLE UNIT(S) HUB 63-2820-01 USB Hub-4 Port(s) $41.00 1 $41.00 DISK HOLDER(S) 50-5018-01 SPE Disk Holder/47mm w/5000 Riser $410.00 9 $3,690.00 50-5018-03 Fast Flow SPE Disk Holder/47mm/100mm for 5000 $530.00 9 $4,770.00 CAP ADAPTER(S)for Sample Bottle(s) 150-0009-04 53 x 400 Cap Adapter for 1 L Wide Mouth Bottle $181.00 9 $1,629.00 COLLECTION VESSEL(S) 160-0001-02 VOA Adapter 19/22 Taper;40mL $74.00 9 $666.00 27-0476-01 125 ml , 19/22 Taper, Erlenmeyer Flask w/Stopper $95.00 9 $855.00 SOLVENT LINE(S) 49-5001 Lines with GL45 Cap& 1 L Schott Bottle $1,575.00 3 $4,725.00 (Solvent Lines&Caps-(38 x 430) Part Number Description Price Qty Extend EXHAUST SYSTEM 49-5006-01 Exhaust Vent Hose with Clamp Kit $104.00 3 $312.00 Complete System Subtotal $118,874.00 10 Estimated Shipping and Handling(UPS Ground Shipment) $745.00 1 $745.00 Quotation Grand Total $119,619.00 Above Items Include One Year Warranty Horizon Technology offers a complete One of consumables,I.e..SPE disks,filter aid,prefilters, and standards,for all SPE Applications. When SPE consumables are purchased directly from Horizon,and utilized with the SPE-DEX Automated Extraction Syslem,Horim will provide technical support for both the extractor and the consumablos,Including full assistance with new method development DISCLAIMER When SPE disks,and consumables are purchased from a vendor/dishibutor other than Horizon, the quality,accuracy and performance of those products can not be guaranteed by Horizon. Horizon Technology will not be responsible for providing technical support for products that are not purchased from Horizon. Horizon Teclarologys responsibility can only be limited to the SPE-DEX Automated Extraction System,In these cases exclusively. Michael Linzel Reaional Sales Manaaer-South HORIZON TECHNOLOGY, INC. 16 Northwestern Drive-Salem, NH 03079 Mobile: 603.401-0453 Fax: 603-893.4994 Email: mlinzel@horizontachinc.com DISKS,FILTERS,AND OTHER CONSUMABLES ARE AVAILABLE FROM HORIZON.PLEASE CALL FOR QUANTITY DISCOUNTS. Thank you for considering our company. We are pleased to Total $119,644.00 submit the following quotation,subject to the Terms and Conditions of Sale on the reverse side hereof. Payment Terms: VERY TRULY YOURS, Net 30 Days From Shipping/Invoice Date MasterCard/Visa accepted; 1 1/2% per month finance charge for payment after 30 day Shipping Terms are Pre-Paid and Add Tornio and Conditions of Sale Buyers order described on the reverse hared is accepted upon and su bjeol to Buyer's assert to the arms stated herein on the reverse and below,which buyer agrees are a complete and exclusive statement of the agreement of buyer and Horizm Technology,Inc.(Stier).Any oddtionel or different terms are and will be objectionable to Seller and are rejected and not part of this contract union specifically agreed to by an expressly authorized rapresertW&m of Seller In wrXing. 1. PRICES AND PAYMENTS-AN sales are f.o.b. Sellers plant and payments are due and payable net thirty(30)days after invoice dale subject to approval of Selers credit departhent at the time of shipment Payment (Pro rate payments are due and payable on partial shipments)as made and Invoiced. N shipments are delayed by Buyer or due to cor chill"beyol Seorer s control, payment or pro rate payment, as the case may be,are due and payable on Invoices issued on or after the date Seller Is prepared to make shipment. N performance of work hereunder is delayed by Buyer,pro rate payments are due and payable on invokes issued when or at any*no after the delay begins,Products held for Buyer shall be at Buyer's Ask and expense. 2. TAXES,DUTIES AND PERMITS,.Sellees prices do not include any sales,use,excise,of similar taxes nor any export,Impart or other duties. The amount of arty such laces or charges applicable to the sale,use,exportation or impartation of the products to be sold hereunder shell be paid separately by Buyer,or Buyer shall provide Seller a proper exemption cerfificale In respect thereof. AN export end Import pemdts required shall be krntahed by Buyer. 3. SHIPMENTS:Shipping dates herein are approximate and are based upon estimated factory work schedules currently In effect. They are subject to timely race"of all necessary materials and supplies from Sellers vendors,all necessary Wonnalion and data from Buyer,priority and scheduling requirements, and other contingencies beyond Seller's conld. The time within which shipment shad be made hereunder shall include such eddNlonal lime from the date herein specified as may be required by reason of nonawallebMNy or shortage of materials,supplies,labor, fuel, power or data, or by strike,flood, nlol,fre,goverment reputation, explosion,war or color cesusNy,or cause beyond Sellers control which cannot be overcome by due diligence or without unusual expense. Seller will use Re best efforts within a reasonably practicable period of time after the occurrence of such condition to nobly Buyer of the nature of the occurrence and lea estimated length of additional time necessary to off this order. SELLER SHALT NOT IN ANY EVENT BE LIABLE N DAMAGES,WHETHER CONSEQUENTIAL OR SPECIAL OR INCIDENTAL OR OTHERWISE,FOR ANY DELAY IN SHIPMENT OR DELIVERY. t. PACKING:Unless a prelen packing method is provided for elsewhere In No order,all erodes"be packaged and packed for shipment and storep In accordance wN h good commercial practices.Preferred peeking charges shell be paid by Buyer. 6. ACCEPTANCE:The Product shall be deemed accepted ten(10)days after rerMpt unless notice of rejection has been given In writing to Soler w"the tin(10)day period. S. WARRANTYAND LIABILITY LIMITATION: Seller warrants oar products ma ufadured and sold by it,and described on the reverse hared,to be,for the period of warranty coverage specified below, free from defects of materials or workmanship under normal prior use and service. The period of warranty coverage Is specified for the respective products In she respective Seller Instruction manuals for those products but shall In no evert exceed(1)yew from to date of shipment tiered by Seller. Seals liability under this worronly Is"led to such of the above products or parts thereof as are returned,transportation prepaid to Sellers plat,not War then(10)days after to expiration of the period of wwrenly,coverage In respect thereat and we food by Sellers examination to have felled to function properly because of detective workmanship or materials and not because of Improper InstMafan or misuse and Is fnnlled to,at Sellers dedlon. either(a)repalndg and retuning the product or part thereof,or(b)Improper Installation or misuse and Is limited to,at Sellers election,either(a)repairing and relurning to product or part I-ad, or(b)fumishktg a replacement product or part thereof, transportation prepaid by Seller In either case. In a evert Buyer discovers or towns that a pr,, ur I does not cortorm to warranty,Buyer shall Immediately notify Seller In writing of such nmr condomtly, speclyhnp In reasonable detail olo nature of such non-conformity. N Sefer is not provided with such written nullification, Seller shall not be Node for any father damages witch could have been avoided Is Solar had bean provided with immediate written notifcation, THIS WARRANTY IS MADE AND ACCEPTED IN LIEU OF ALL OTHER WARRANTIES,EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE,AS BUYER'S EXCLUSIVE REMEDY FOR ANY DEFECTS IN THE PRODUCTS TO BE SOLD HEREUNDER,AN other obligations and liabilities of Saler, whether In contract or tort(Ictudkg negligence) or otherwise, are expressly EXCLUDED. In no event shall Seller be Noble for any coifs,expanses or damages,whether direct or Indirect ,pedal, Inddentel, consequental, or other,on any claim of any detective product,in excess of the price paid by Buyer for the product plus return trensporta"dherges prepakt. No warranty Is made by Seller of any Soler product which has been Installed,used or operated contrary to Sellers written Instruction manual or which has been subjected to etsase, negligence or accident or has been repaired or altered by anyone other than Seller or which has been used In a manner or for a purpose for which the Seller product was not designed nor against arty defects due to plans Or Natnotlons suppled to Seller by or for Byer. 7. RETURNS:AN rearms must be authorized by Sofro. An R,M.A,(Rekarad Material Authorization) number Issued by Soler must accompany aI returned material. All Items returned to Selo musl be shipped transportation charges prepaid. Seller does not accept C.O.D.shipments. Boyer Is obligated to nobly Seller before returning try product of any exposure of product to dangerous or hazardous materials. a. CANCELLATIONS Should Buyer elect to cancel Its order,Buyer shad pay to Soler the Sellers standard restocking charge In effect from time to time plus rekurbishmem expenses,N any. If an order is cancelled, any Installation and training charges are non-refundable. 9.. REMEDIES: If Buyer shad fall to make payments In accordance with the prices and terms specified herak, or be defnquenl in my other payment owing to Soler, or N Buyers financial condition at any lime does not In Seders judgment, justly continuance of work or shipments on the original terms of payment specified herein,Safer may,In addition to all other remedies. require payment In advance for any further work or shipments hereunder or may terminate this contract. In the event of bankruptcy or Insolvency of Buyer or any proceedings brought by or against Buyer cruder the Bankruptcy or Insolvenxy laws,Seller at fs option may cancel any order than outstam"from Buyer, 10. PATENTS-The Buyer shell hold to Seiler harmless against any expense or loss resulting from Wri ger ent of patents or trademarks from compliance with Buyers designs or spedfcetbns or Instructions. Except as otherwise provided In the preceding sentence,the Seller shall defend any su k or proceeding brought agalnsl the Buyer so for as based on a dais that any product,or any part tared, furnished under this contract eonstikdes an Infringement of any patent of the United Slates,Issued on or before the date of sdpmwt,N noliffed pranpoy In writing and given suit!", information and assistance(at the Sellers expense)for the defense of some,and the Seller shelf pay all damages and costs awarded therein against to Buyer. In case sold gradual or any prat tared, is In such suit held to constitute Infringement and the we of sold product or pal Is enjoined, or Seller shall reasonably conclude first to products are Itri o , the SOW shall, at its own expense,either procure for tlo Buyer No right to continue using said product or part or replace some with non-ktrktgktg products;or modify If so N becomes non-Idri gig or remove said product and refund the purchase price and the transportation and Instaf ion costs tared. The forepalg slabs the entire Nobody of tlo Seler for potent Infringement by to said products or any pert Ihered. 11. GENERAL AN applicable requirements of the Fair Labor Standards Act of 19311 and the Walsh-Hearty Ad,as amended,will be observed by Seder. Orders may not be assigned wigoul written consort of Sutler. The written Instruments between the parties constitute Nei entire agreement and no wehrer,alteration or modification of any provision tho shall be biding Unless In writing and signed by an authorized representative of Soifer, If arty parfon or clause of We agreement Is hold lovol i or unenforceable as to any person or under coy circumstances,the inval illy or lack of applicaton shell not knpafr or affect the other provisions and the application of those provisions which con be given effect without tlo Irwaild or unenforceable prrnlslon or application. With this Intention, the provisions of ids agreement are declared to be severable, SELLER DISCLAIMS ANY AND ALL LIABILITY, WHETHER DIRECTLY OR BY WAY OF INDEMNITY, FOR SPECIAL, INCIDENTAL, CONSEOUENTIAL OR OTHER DAMAGES. WHETHER BASED ON BREACH OF CONTRACT. TORT, STRICT OR PRODUCTS LIABILITY, PATENT OR TRADEMARK INFRINGEMENT, OR ANY OTHER LEGAL THEORY N CONNECTION WITH THE PURCHASE OR USE OF THE PRODUCTS. 12. EXPORT AND REEXPORT Buyer acknowledges Thal the equipment suppled herewith may be subject to U.S.Department of Commerce,Office of Export Adninlskallon Rules and Regutellons. N equipment is intended for export or reexport the Byer agrees to comply wNh ell U.S.Government Rubs and Regulations pertaining to export or reexport of sold equipment. EXHIBIT H is WoiR e�«� Biotage January 29, 2019 Johnny Skelton City of Fort Worth Water and Wastewater Central Laboratory 2600 SE Loop 820 Fort Worth,TX 76140 Dear Johnny, The SPE-DEX 5000 Automated Solid Phase Extraction(SPE)instrumentation for the analysis of Semi- Volatile Organic Compounds in both Drinking Water and Environmental Water is designed, manufactured,offered and supported by Biotage/Horizon Technology,Inc., based in Salem, New Hampshire. This instrumentation is a three-place automated SPE Disk extraction system,which is commercially available for carrying out SVOC's analysis by prescribed regulatory methods,such as EPA Methods 525.2, 508, 625, 608, 8270, 8081, 8082 to name afew. This letter is to provide notification that Horizon Technology, Inc. is the ONLY current commercially available manufacturer/supplier of automated SPE Disk analysis equipment for SVOC's in water samples. Moreover,the currentmodel referredto in this letter,i.e.SPE-DEX 5000 offered by Biotage/Horizon,replaces the prior Biotage/Horizon model SPE-DEX 4790.Certain 4790 accessories, such as cap adapters and eluent collection vessels remain compatible with the SPE-DEX 5000. Specific consumables such as SPE Disks are also compatible, however, most are method specific. Horizon Technology, Inc., has been designing and supplying exclusive and proprietary Automated SPE Instrumentation for over 25 years. Sincerely, 4A� 'bzwolce Justine Belmont Inside Sales Administrator Horizon Technology Inc., Horizon Technology,Inc.-16 Northwestern Drive-Salem,NH 03079 USA-Tel:603-893-3663-www.horizontechinc.com Sign In Home Legislation Calendar City Council Departments LIDI C© #Shares joR5S 1'#:D 6Ie[ts 1 Details Reports File#: M&C 19-0023 Version: 1 Name: Type: General Consent Status: Passed File created: 7/30/2019 In control: CITY COUNCIL On agenda: 8/6/2019 Final action: 8/6/2019 Title: Authorize the Sole Source Purchase of a Three Station Extractor Modules System and Equipment from Horizon Technology a part of Eliotage for the Water Department Central Laboratory(ALL COUNCIL DISTRICTS) Attachments: 1.M&C 19-0023 History(1) Text 1 record Group Export Date Ver. Action By Action Result Action Details Meeting Details Video 8/6/2019 1 CITY COUNCIL_ approved v` Action details M ing a ils Not available M&C Review Page 1 of 2 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FOR Ir REFERENCE **M&C 19- 60SS HORIZON THREE DATE: 8/6/2019 NO.: 0023 LOG NAME: STATION WATER EXTRACTION MODULES CODE: G TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize the Sole Source Purchase of a Three Station Extractor Modules System and Equipment from Horizon Technology a part of Biotage for the Water Department Central Laboratory (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the sole source purchase of a Three Station Extractor Modules System, disk holders, cap adapters, collection vessels, solvent lines, exhaust system and support services manufactured and produced by Horizon Technology a part of Biotage in the amount not to exceed $130,000.00 for the Water Department Central Laboratory. DISCUSSION: The laboratory equipment is utilized to test industrial wastewater samples for Federal and State regulated contminants to protect public health. The SPE-DEX-5000 Three Station Extractor Modules System is a replacement for a 12 year old instrument, which will no longer be repaired and supported by the supplier due to obsolete components. Included with the installation, the vendor will upgrade the existing software and operating system for compatibility with the department network system and Laboratory Information Mananagment System. BID ADVERTISEMENT- This procurement is exempt from the competitive bidding requirements as provided for under Section 252.022(7)(A) of the Texas Local Government Code because Horizon Technology is the sole provider of the Three Station Extractor Module System. ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. MWWBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by the OBD, in accordance with the MWBE or DBE Ordinance, because the MWBE Waiver is based on the sole source information providedto the MWBE Office by the managing department's project manager. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as appropriated, of the W&S Capital Projects Fund. Prior to an expenditure being made, the department has the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 http://apps.cfwnet.org/council_packet/mc_review.asp?ID=27165&councildate=8/6/2019 8/19/2019 M&C Review Page 2 of 2 Submitted for City Manager's Office by: Jay Chapa (5804) Originating Department Head: Chris Harder (5020) Additional Information Contact: Patricia Stanley (5906) David Nelson (5902) ATTACHMENTS http://apps.cfwnet.org/council_packet/mc review.asp?ID=27165&councildate=8/6/2019 8/19/2019