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Contract 53255
P.O. No.: SS No.: FORTWORTH C� CON TRARY CT NO, � CITY OF FORT WORTH SOLE SOURCE PURCHASE VENDOR AGREEMENT This Sole Source Purchase Agreement("Agreement") is entered into by and between Aailent Technologies, Inc., ("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: I. 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 Intuvo 9000 GC System 7. Exhibit G Seller's Quote, Scope of Services or Purchase Order 8. Exhibit II 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$80,000. 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: AgllentTechnologies,Inc. Authorized Signature: l Printed Name: Grace Clampitt Title: Government Contracts Specialist Date: November 1,2019 Name: City of Fort Worth Authorized Signature: Printed Name: Title: Date: Sole Source Agreement: 1 01.23.19 pes T. WORTH,TX OFFICIAL RECORD CC^ITY SECRETARY CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge_that I am the person responsible for the monitoring and administration By: b of this contr a including ensuri all Name: Dana reghdo perfarman i r o,ting qu' en . Title: Assist nt City anager Date: Z � By: t_ ame: Patricia S anIey APPROVAL RECOMMENDED: Title: Management Analyst 11 , APPROVT' AS TO FORM AND LEGALITY. By: "L C3y: �!/j'4 '�� /\ - Name. Chris Harder Name: Ch ' a E. ope• eynolds Title: Water Director Title: Senior Assi. nt C y Attorney ATTEST: CONTRACT AUTHORIZATION: M&C: we . Forst 1295: By: � . Name: NLar ` y Title: City Secretary f SELLER: .... .. .. Agilenf Tec!ritoln,dev,hip- ATTEST: By: _ Name. Grace Clampitt By: Title:Government Contract Specialist Name: ti_ rt t Date: � 'l'itle: 3 ��.Lt_ Sate Source t'urchase vendor Agreement OFFICIAL RECORD Agilent'Nehnologies,Inc. CITY SECRETARY P.O. No. SS No.: Exhibit A CITY OF FORT WORTH,TEXAS STANDARD PURCHASING TERMS AND CONDITIONS I. DEFINITION 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. DF.FINTTION OF SELLER The consultant,Vendor(s), supplier, Seller(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 G. 4. 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 a Seller'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. PROM131TION 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. ORDER 6.1 No employees of the Buyer or its officers,agents,servants,vendors or sub vendors who act on behalfof various City departments,bodies or agencies are authorized to 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(a)(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 contractnumber, 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. { EACKAGEGOOD 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 order number; (c)Container number and total number of containers, e.g., box I of 4 boxes; and(d)Number of the container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. S. 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 and acceptance of the goods. For Products without installation included in the purchase price,acceptance occurs upon delivery. For Products with installation included in the purchase price, acceptance occurs when the Product passes Seller's installation and test procedures with Buyer's concurrence which shall not be unreasonable withheld. If Buyer schedules or delays installation by Seller more than thirty(30)days after delivery without good cause or due to an act of God,acceptance of the Product will occur on the thirty-first(31st) day after delivery. 10. DELIVERY JLi 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. rn1VOICES 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 order entitled "Ship to."Payment shall not be made until the above Sole Source Agreement: 3 01.23A9 pes P.O. No. SS No.: 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 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. PRTC'E 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 event Seller 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 Seller's 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 said purchase(s),to cancel this contract without liability and to deduct fromthe 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 conform to OSHA standards,Buyer may return the product for correction or replacement at Seller's 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. SOFTWARF,1 Jf ENSE TO SELLER Sole Source Agreement: 4 01.23.19 pes P.O. No.: SS No.: If this purchase is for the license of software products and/or services, and unless otherwise 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. 18. ' RTY im 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 f°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 of any such claim or action,with copies of all papers City may receive relating thereto.Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall not eliminate 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 Sole Source Agreement: 5 01.23.19 pes P.O. No. SS No.: 19. 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. OWNERSHIP OF WORK PRODIIC:T 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 Agilent Technologies,Inc.shall retain all right,title and interest in and to all intellectual property owned, controlled or developed by it prior to and during Agilent Technologies,Inc.'s performance under this Agreement, including without limitation,the intellectual property embodied in the products,services, instrumentation,the software included in its products and instrumentation,and all documentation of Agilent Technologies,Inc. that is useful for the operation of the products, instrumentation or services provided hereunder("Agilent Technologies"). The parties acknowledge and agree that except as expressly stated in this Agreement the custorner 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 or relating to the Agilent Technologies,Inc. or their use,or under any patents or other intellectual property rights owned,controlled,or otherwise held by either party or its affiliates are granted to the other party 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 ACCES 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 the City'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. C'.ANC'.ELLATION Buyer shall have the right to cancel this contract immediately for default on all or any part of the midelivered portion of this order if Seller-breaches any of the terms here of,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. TTRMiNATION The performance of work or purchase of goods under this order may be terminated in whole 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 termination 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. ASSICZA + 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 tight to withhold all Sole Source Agreement; 6 01.23.19 pes P.O. No.: SS No.: 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. 24. L� 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. MOD B ATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 26. TUE 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 terms 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 in this Agreement,the definition contained in the UCC shall control.In the event of a conflict between the contract documents,the order of precedence shall be these Standard Terms and Conditions, and the Seller's Quote. 27. APELICABLE LAWOMNUE 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 VENDOHISI 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. 29.1 TJA1RIIJJ -SELLER SHALL BE LIABLE AND RESPONSIBLE FORANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/ORPERSONAL INJURY,INCLUDING DEATH,TO ANY AND ALLPERSONS,OF ANY FIND 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 EMPLOYE,ES. 29.2 INDFDEMCATION—SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY, Sole Source Agreement: 7 01.23.19 pes P.O. No.: SS No.: 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 FIND OR CHARACTER,WHETHER REAL OR Sole Source Agreement: 8 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. 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 FIMING LIMITATION In the event no fiends 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 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 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. 333. NON-DISCRIl"SATION This contract is anade 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. City actively supports the Immigration&Nationality Act(INA)which includes provisions addressing employment eligibility, employment verification,and nondiscrimination.Vendor shall verify the identity and employment eligibility of all employees 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: 9 01.23.19 pes P.O.No.. SS No.: indemnify City from any penalties or liabilities due to violations of this provision.City shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 35. HLAIM4.SAFETY AND , 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.Seiler 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 Seiler. 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 pertinent records of the Seller involving transactions relating to this contract,limited to quotations,technical specifications, service records, delivery records,invoices, and orders pursuant to this Agreement. 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 Iess 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 the availability,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 or allegations 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. 39. 121SEUTE 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 after discovering the claim, dispute,or breach.The notice shall state the nature of the dispute and list the patty'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 thatmay 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: 10 01.23.19 pes P.O. No.: SS No.: 39. ,PROHIBITION ON C-ONTR ACTING WITH COMPANIES THAT ROYCOTT MRAEL 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. IDWIRANIMM jIRY+MENTS 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 the commencement of services,a certificate of insurance documenting the following required insurance within five(5)calendar days ofuotification. 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(All. 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: 11 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 ofservices. 40.2.5 Policies shall be endorsed to provide the City of Fort Worth a thirty-(30)day noticcof 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 underContractor'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. 403.5 Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures 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 beendorsed 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 insurancepremium 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: 12 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 orwhich 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: 13 01.23.19 pes 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 Forth CIQ is enclosed with the submittal documents.The form is also available at 1!tt � Pfihiec ctRte_tx_��. ems/C'IO. . 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 is subject 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 NIA in each of the areas on the form.However,a signature is required in the#4 box in all cases. Sole Source Agreement: 14 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 refleot5 changes made to the taw by H.B. 23, 04th Leg., Regular session_ OFFICEUSEONLY This questionnaire is being filed in accordance with Chapter 176,Local Government Code, Dais rteesiv�xi by a vendorwho has a business relationship as defined by Section 17G.401(1-a)with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be fliedwith the records administrator of the local governmental entity not later than the 7th business day after the data 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. ILI Narne of vendor who has a business relationship with local.governmental entity. A ilent Technologies, Inc. 2 Check this box Ifyou are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of focal government officer about whom the information In this section is being disclosed- City of Fort Worth Water and Wastewater Central Laboratory,Patricia Stanley Name of Officer This section (item 3 including subparts A, 6, G, & Di 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 CIQ 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 S. 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 rz No Q. 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 EZ No D. D"oribe each employment or business and family relationship with the local government officer named in this section. d Grace Clampitt overnment Contracts Speciallst ilent G Technologies,Inc. November 13,2015 Signature of vend r doing business with the governmental entity Date Adopted B/712015 Sole Source Agreement: 15 01.23.19 pes P.O.No.: SS No.: EXHIBIT C—VENDOR CONTACT INFORMATION Vendor's Name: Agilent Technologies,Inc. Vendor's Address: 2850 Centerville Road, Wilmington,DE 19808-1610 Phone: 1 (800)227-9770 Fax: 1 (302)993-5788 Email: LSCAContracts@agilent.com Name of person(s)to contact when placing an order or invoice questions: Name/Title: Agilent Instrument Sales Phone: 1 (800)227-9770 opt.I Fax: 1 (866)497-1134 Email: cao sales-naCa7aailent.com Name/Title: Phone: Fax: Email: Name/Title: Phone: Fax: Email: Grace Clampitt Government Contracts Specialist November 13, 2019 Signature Printed Naive Date Sole Source Agreement: 16 01.23.19 pes . Q . o ®••• Affilen4Technologies SIGNATURE AUTHORIZATION FOR BIDS, QUOTES, CONTRACTS,BID BONDS AND PERFORMANCE BONDS RESOLVED: That, effective as of September 17, 2014, the Chief Financial Officer, Secretary and Assistant Secretary, and each of them, is hereby empowered on behalf of the Company to sign bids, quotations, leases and contracts with customers and government agencies, including such bids and performance bonds as may be required in connection with such bids and contracts,and each is further empowered to authorize employees of the Company to sign such bids, quotations, leases, contracts and bid and performance bonds. 1, P. Diana Chiu, do hereby certify that I am the Vice President and Assistant General Counsel of Agilent Technologies, Inc.,a Delaware corporation(the"Company"); that the foregoing is a full,true and correct copy of the resolution adopted by the Board of Directors of the Company on September 17,2014;and that the resolution has not been annulled,rescinded,or revoked and remains in full force and effect. I,P. Diana Chiu pursuant to authority granted to me by the Assistant Secretary of the Company, hereby authorize Grace Clampitt to sign bills, quotations, leases, contracts and bid and performance bonds with government agencies,customers,suppliers and channel partners on behalf of the Agilent Technologies, Inc. up to the amount of two million and five hundred thousand U.S. dollars($2,500,000). IN WITNESS,WHEREOF, I have signed my name below. Dated: March 5, 2018 / ,4i2 P. Diana Chiu FORT WORTH CITY OF FORT WORTH CHAPTER 262 EXEMPTION FORM Phis form must he provided when requesting to make a purchase over$50,000 without followin public hidding requirements. Instructions: Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorney for review. The attorney will review the information you have provided and determine whether using an exemption to Chapter 252's biding requirements would be defensible, If you are printing this form to provide to Legal, please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General Information Requesting Department: Strategic Operations: Central Water Lab Name of Contract Manager: Patricia Stanley Department's Attorney: Matt Murray Item or Service sought: _Agilent Intuvo 9000 GC System Vendor: A ilent Technologies___ Current Agreement for itemiservice: Q Yes © No Lab has a CSC agreement in place for other Agilent equipment. CSC#: Recommended by[print name]: Chris Harder Department Director Water Director Signature: C/ J� Telephone Number; 81 7 392-5020 Date: 1' 12019 How will this item or service be used: The equipment is required to support various projects for EPA 608[Pesticides], Storm Water, Wastewater and Industry Water as part of the Pretreatment Service Divisions "aka PSD"and TPW Storm Water related to the TCEQ Village Creek Permit. Page I of 3 Section 2: Exemption Justification Please indicate which exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions. ❑ a procurement made because of a public calamity that requires the immediate appropriation of money to relieve the necessity of the municipality's residents or to preserve the property of the municipality; ❑ a procurement necessary to preserve or protect the public health or safety of the municipality's residents; ❑ a procurement necessary because of unforeseen damage to public machinery, equipment, or other property; ❑ a procurement for personal, professional, or planning services; ❑ a procurement for work that is performed and paid for by the day as the work progresses; ❑ a purchase of land or a right-of-way; a procurement of items that are available from only one source, including: e a purchase of rare books, papers, and other library materials for a public library; ❑ paving drainage, street widening, and other public improvements, or related matters, if at least one- third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; ❑ a public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; ❑ a payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; ❑ Personal property sold: A. at an auction by a state licensed auctioneer; B. at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; C. by a political subdivision of this state, a state agency of this state, or an entity of the federal government; or D. under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; ❑ services performed by blind or severely disabled persons; ❑ goods purchased by a municipality for subsequent retail sale by the municipality; ❑ electricity; or ❑ advertising, other than legal notices Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. Supporting documentation is attached. Agilent is the original equipment manufacturer and sole source provider of the Intuvo 9000 GC System that is compliant with EPA 608 method protocols and requirements. The intellectual properties of Agilent include various copyright, trademark and patents for the referenced equipment. Page 2 of 3 Section 3: Attorney Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? QYes ❑No Was there anything not included on this form or attached hereto that was relied on in making this determination? QYes ©No If yes, please explain: Legal also reviewed the equipment specs, quote and "sole source letter"from Agilent. Approved By: Assistant City Attorney IL2�rr Ma&Murray Date: May 71h,2019 _ Page 3 of 3 EXHIBIT E FORTWORTHO 1� SPECIFICATIONS FOR INTUVO 9000 GC SYSTEM APPLICABLE REQUIREMENTS 1.0 No equivalents or substitution. 1.1 Must: be an A ilent Intuvo 9000 GCS stem. PN# Description G3950A Agilent Intuvo 9000 GC System includes: 6 Inlet 1 (112,113,114,160,151) : 100 psi Splitlsplit less(112) % Oven exhaust deflector(306) : Selected, not installed a Capillary S/SL inlet with EPC o D1, Micro Electron Capture Det. w1EPC a Exhaust Kit Installation (44K) ® Familiarization at Installation 44L Extractor Module The following com onents are required for the system: G7356A Intuvo 9000 ECD D2 Detector, cc G4513A 7693A Autoinjector Includes: m Transfer turret ® 16-sample turret e mounting post ® parking post for GC e 10ul syringe and solvent bottles. G4514A 7693 Tray, 150 vial includes three removable 50-vial racks and GC mounting bracket. G7326A Inlet Splitter Chip to 2 Columns includes the necessary hardware to configure Intuvo for column splitting to two columns, including the second column heater and the Intuvo, Inlet S litter Chip. G1617FA G1701FA GCMSD MassHunter SW Upgrade. Includes Mass Hunter Acquisition, MassHunter Data Analysis and MSD ChemStation Data Analysis. Requires previous version of G1701xx. G1739FA G1701 FA Upgrade Bundle includes G1617FA upgrade software and PC bundle. Requires previous version of G1701xx. Also includes Software Subscription and Phone Sup ort. H2149A Method and Application Consulting On-site consulting for a maximum of 4 participants. Certificates and manuals. Two-Da On-Site training to including all expenses. 2.0 TECHNICAL SPECIFICATIONS 2.1 General 2.1.1 The ability to change columns quickly without having to recalibrate the instrument or change different parts in order to extend the life of the columns and assure more reliant results between projects. 2.1.2 Contain Guard Chip System: 2.1.2.1 To prevent contaminants in the sample and to protect the analytical columns from damages in order to extend the life of the columns. 2.1.3 Leak free connections system to prevent any gas leak. 2.2 System Capabilities 2.2.1 Supports: Inlets: SSL 2.2.2 Detectors: Dual-Micro ECD Detectors 2.2.3 Four detector signals 2.2.4 State-of-the-art detector electronics and the full-range digital data path enable peaks to be quantified over the entire concentration range of the detector in a single run. 22.5 Full EPC is available for all inlets and detectors. Control range and resolution are optimized for the specific inlet or detector module. 2.2.6 Pressure set point and control precision to 0.001 psi provides more retention time locking precision for low-pressure applications. 2.2.7 EPC provides four column flow control modes: constant pressure, ramped pressure (three ramps), constant flow, or ramped flow (three ramps). Column average linear velocity is calculated. 2.2.8 Atmospheric pressure and temperature compensation is standard, so results do not change, even when the laboratory environment changes. 2.2.9 Automatic leak checking can be enabled by user for every run or run any time during maintenance or diagnostic tasks. System alerts the user when a leak is detected so immediate action can be taken to correct and minimize downtime. 2.2.10 A run time deviation log is created for each analysis to ensure that all method parameters were achieved and maintained. 2.2.11 Automatic Liquid Sampling is fully integrated into GC control. 2.2.12 Display of all GC and ALS set points at the GG or data system. 2.2.13 Built-in context sensitive help available on color touchscreen interface. 2.2.14 Web interface available to view status, user information, and monitor runs. 2.2.15 GC Color Touchscreen Interface available in English 2.3 Column Oven 2.3.1 Accommodates up to two 30 m X 0.320 mm id capillary columns or one 60 m X 0.320 mm id capillary column 2.3.2 Support columns 0.100 mm to 0.320 mm id 2.3.3 Operating temperature range suitable for all columns and chromatographic separations. Ambient temperature +10 °C to 450 °C 2.3.4 Temperature set point resolution: 0.1 °C 2.3.5 Supports 20 oven ramps with 21 plateaus. Negative ramps are allowed. 2.3.6 Maximum achievable temperature ramp rate: 250 °Clmin 2.3.7 Maximum run time: 999.99 minutes (16.7 hours) 2.3.8 Oven cool down (22 °C ambient) 460 to 50 °C in less than 3 minutes 2.4 Electronic Pneumatics Control [EPC] 2.4.1 Compensation for barometric pressure and ambient temperature changes is standard. 2.4.2 Pressure has typical control of 0.001 psi for the range of 0 to 150 psi. Pressure set points may be adjusted in increments of 0.001 for the range 0.000 to 99.999 psi; 0.01 psi for the range 100.00 to 150.00 psi. 2.4.3 User may select pressure units as psi, kPa, or bar. 2.4.4 Pressure/flow ramps: Three maximum. 2.4.5 Carrier and makeup gas settings selectable for He, H2, N2, and argon/methane. 2.4,6 Flow or pressure set points for each inlet or detector parameter with both Agilent Intuvo 9000 and Agilent data system software. 2.4.7 Constant flow mode is available when capillary column dimensions are loaded from the installed column(s) through the Agilent Intuvo Smart ID Key, or manually entered. 2.4.8 Split/splitless inlets have flow sensors for the control of split ratio. 2.4.9 Inlet modules 2.5 Pressure Sensors 2.5.1 Accuracy < ±2 % full scale 2.5.2 Repeatability < ±0.05 psi 2.5.3 Temperature coefficient <±0.01 psiPC 2.5.4 Drift < ±0.1 psi/6 months 2.6 Flow Sensors 2.6.1 Accuracy < ±5 % depending on carrier gas 2.6.2 Repeatability < ±0.35"% of set point 2.6.3 Temperature coefficient < ±0.20 mL/min (NTP)* per °C for He or H2; < ±0.05 mL/min NTP per °C for N2 or Ar/CH4 2.6.4 *NTP = 25 °C and 1 atmosphere 2.7 ❑etector modules 2.7.1 Accuracy <±3 mUmin NTP or 7 % or set point 2.7.2 Repeatability <±0.35 % or set point 2.8 Inlets 2.8.1 Maximum of one inlet installed 2.8.2 EPC compensated for atmospheric pressure and temperature variation 2.9 S/SL 2.9.1 Split ratios up to 7,500:1 to avoid column overload. Setting split ratios (particularly low split ratios) is limited by column parameters and control of system flows (particularly low system flows). 2.9.2 Splitless mode for trace analysis. Pressure-pulsed splitless is easily accessible for best performance. 2.9.3 Maximum temperature: 400 °C. 2.9.4 EPC available in two pressure ranges: 0 to 100 psig (0 to 680 kPa) for best control for columns z 0.200 mm diameter; 0 to 150 psig for columns < 0.200 mm diameter. 2.9.5 Gas saver mode to reduce gas consumption without compromising performance. 2.9.6 Electronic septum purge flow control to eliminate ghost peaks. 2.9.7 Total flow setting range: 2.9.7.1 0 to 500 mL/min N2 2.9.7.2 0 to 1,250 mL/min H2 or He 2.9.8 Turn top inlet sealing system is built in standard with each Agilent Intuvo 9000 S/SL inlet for quick, easy, injector liner changes. 2.9.9 Optional inert SISL inlet includes chemical deactivation process for weldment and weldment insert. 2.10 Micro-ECD 2.10.1 Micro-electron capture detector (micro-ECD), a very sensitive detector for electrophilic compounds such as halogenated organic compounds. 2.10.2 Minimum detectable level:< 4.4 fg/mL lindane. At standard checkout conditions, with a detector temperature of 300 °C and flow to the detector (makeup plus column) of 30 mVmin N2, this is equivalent to 4.5 fg/sec. 2.10.3 Proprietary signal linearization Linear dynamic range: > 5 x 104 with lindane 2.10.4 Data acquisition rate: up to 50 Hz 2.10.5 Uses P emission of< 15 mCi 63Ni as the electron source. 2.10.6 Unique micro-cell design minimizes contamination and optimizes sensitivity. 2.10.7 Maximum temperature: 400 °C 2.10.8 Standard EPC makeup gas types: argon/5 % methane or nitrogen; 0 to 150 mL/min 2.11 Data Communications 2.11.1 LAN 2.11.2 Two analog output channels 2.11.3 (1-mV, 1-V, and 10-V output available) as standard 2.11.4 Remote start/stop 2.11.5 Binary-coded decimal input for a stream selection valve 2.12 Dimensions and Weight [Footprint] 2.12.1 Height 51 cm (20 in) 2.12.2 Width 27 cm (10.7 in) 2.12.3 Depth 69 cm (27.2 in) 2.12.4 Weight 31.8 kg (70 Ibs) 2.13 Environmental Conditions 2.13.1 Ambient operating temperature: 15 °C to 35 °C 2.13.2 Ambient operating humidity: 5 % to 90 % (noncondensing) 2.13.3 Storage extremes: —40 °C to 70 °C 2.13.4 Power requirements: Line voltage:120 VAC and 200-240 VAC ±10 % of nominal 2.13.5 Frequency: 50160 Hz 3.0 WARRANTYIMAINTENANCE AND SUPPORT SERVICES 3.1 Maintenance and Support Services 3.1.1 Integrated early maintenance counters to allow planned maintenance and to eliminate unnecessary downtime. 3.1.2 Instrument events or shutdowns displayed on keyboard display or Data System 3.1.3 Remote diagnostics 3.1.4 Performance verification services 3.2 Provide a 12 month comprehensive on-site warranty. 3.3 Provide rental instrument at no charge when repair at Factory Service Center is necessary, if available. 3.4 Pay freight charge (standard UPS ground) for shipment of instruments and replacement parts from Factory Service Center. 3.5 Include travel time and cost. EXHIBIT G Agilent Technologies vuOtaOri Quote No. Create Date Delivery Time Page Johnny Skelton 2815502 03/19/2019 1 14 Weeks 1 of 6 City of Fort Worth 2300 SE Loop 820 Contact Phone no. Valid to Fort Worth TX 76140-1009 Carol Stazo 214 697 4333 06/30/2019 To place an order: Call 1-800- 27-9770 Option 1 For Instruments Fax : 302-633-8953 Email : LSCAinstrumentsales@agilent.com For Consumables Fax : 302-633-8901 Email : CAG sales-NA@agilent,com For Genomics Fax : 512-321-3128 Email : orders@agilent.com For additional instructions, see last page Unit Extended List Discount Net Product/Description QtylUnit Price Amount Price G3950A 1.000 EA 34,132.00 USD 6,143.76- 27,988.24 Agilent Intuvo 9000 GC System. Intelligent, Intuitive. Innovative. With the following configuration: Ship-to Country : USA Inlet 1 (112,113,114,150,151) : 100 psi Splitlsplitless (112) Oven exhaust deflector (306) : Selected, not installed Country of Origin : United States Capillary SISL Inlet with EPC 131, Micro Electron Capture het. w1EPC Exhaust Kit Installation (44K) Familiarization at Installation (44L) Special discount of 18.00 % is applied. A General License Registration Card for cerlincotlanhas been Included with this quotation, he order to coolpiy n7th the hRC state agency U.S. Customers and Puerto Rico must have this certRemtoo on ate before the electron capture detector(NCO) will be sold or shipped. Prior to order entry this card must he fornnrdcd with your purchase order. Please complete the information and the end user's name, title and telephone who will he responsible for the WD,To expedite matters, fax this card to 301-6334953. G7356A 1.000 EA 15,726.00 USD 2,830.68- 12,895.32 Intuvo 9000 ECD D2 Detector Accy With the following configuration: Ship-to Country : USA Installation (44K) Familiarization at Installation (44L) Agilent Technologies Quotatiion Quote No. Create Date Delivery Time Page Johnny Skelton 2815502 03/19/2019 14 Weeks 2 of 6 City of Fort Worth Contact Phone no. Valid to 2300 SE Loop 820 Carol Stazo 214 697 4333 06/30/2019 Fort Worth TX 76140-1009 o place an order: Call -800-227-9770 Option 1 For Instruments Fax : 302-633-8953 Email : LSCAinstrumentsales@agilent.com For Consumables Fax : 302-633-8901 Email : CAGI—Sales-NA@agilent.com For Genomics Fax : 512-321-3128 Email : orders@agilent.com For additional instructions, see last page Unit Extended List Discount Net ProductMescription QtylUnit Price Amount Price Special discount of 18.00 % is applied. G4513A 1.000 FA 8,503.00 USD 1,530.54- 6,972.46 7693A Autoinjector Includes transfer turret, 16-sample turret, mounting post, parking post for GC. 10ul syringe, and solvent bottles. With the following configuration: Ship-to Country : USA Installation (44K) Familiarization at Installation (44L) Special discount of 18.00 % is applied. G4514A 1.000 EA 10,000.00 USD 1,800.00- 0,200.00 7693 Fray. 150 vial includes three removable 50-vial racks and GC mounting bracket. With the following configuration: Ship-to Country : USA Installation (44K) Familiarizatlon at Installation (44L) Special discount of 18.00 % Is applied. G7326A 1.000 EA 4,000.00 USD 720.00- 3,280.00 Inlet Splitter Chip to 2 Columns includes the necessary hardware to configure Intuvo for column splitting Agilent Technologies Quotation Quote No. Create Date Delivery Time Page Johnny Skelton 2815502 1 03/19/2019 1 14 Weeks 3 of 6 City of Fort Worth Contact Phone no. Valid to 2300 SE Loop 820 Carol Stazo 214 697 4333 06/30/2019 Fort Worth TX 76140-1009 To place an order: Call 1-800-227-9 70 Option 1 For Instruments Fax : 302-633-8953 Email : LSCAinstrumentsales@agilent.com For Consumahles Fax : 302-633-8901 Email : CAG—sales-NA@agilent.com For Genomics Fax : 512-321-3128 Email : orders@agllent.corn For additional instructions, see last page Unit Extended List Discount Net Product/Description QtylUnit Price Amount Price In two cokintis, itcluding the second column heater and the Intuvo Inlet Splilter Chip. With the following configuration: Ship-to Country : USA Special discount of 18.00 % is applied. 01739FA 1.000 EA 14,672.00 USD 2,640.96- 12,031.04 G1701FA Upgrade Bundle includes G1617FA upgrade software and PC bundle. Requires previous version of G1701 xx. Also includes Software Subscription and Phone Support. With the following configuration: Ship-to Country : USA Add ChemStation DA wl CS Fern Installation (44K) Familiarization at Installation (44L) 1 Year Phone Assist (44W) Special discount of 18.00 % Is applied. H2149A 1.000 EA 7,259.00 USD 1,306.62- 5,952.38 Method and Application Consulting On-site consulting for a maximum of 4 participants. Certificates and manuals not included. With the following configuration; Agilent Technologies Quotation Quote No. Create Date Delivery Time Page Johnny Skelton 2815502 1 03/19/2019 1 14 Weeks 4 of 6 City of Fort Worth Contact phone no. Valid to 2300 SE Loop 820 Carol Stazo 214 697 4333 06/30/2019 Fort Worth TX 76140-1009 To place an order: Call 1-800-227-9770 Option 1 For instruments Fax : 302-633-8953 Ernall : LSCAinstrumentsales@agiient.com For Consumables Fax : 302-633-8901 Email : CAG-,Pales-NA@agilent.com For Genomics Fax : 512-321-3128 Email : orders@agilent.com For additional instructions, see last page Unit Extended List Discount Net Product/Description Qty/Unit Price Amount Price Two Day On-site (Includes Travel) Special discount of 18.00 % is appl€ed. Gross Amount $ 94,292.00 Total Discount $ 16,972.66 Net Amount $ 77,319.44 Total $ 77,319.44 Agilent Technologies Quotation Quote No. Create Data Delivery Time Page Johnny Skelton 2815502 03/19/2019 14 Weeks 5 of 6 City of Fort Worth Contact Phone no. Valid to 2300 SE Loop 820 Carol Stszo 214 697 4333 06/30/2019 Fort Worth TX 76140-1009 To place an order: Call 1-800-227-9770 Option For Instruments Fax : 302-633-8953 Email : LSCAlnstrumentsales@agilent.com For Consumables Fax : 302-633-8901 Email : CAG_sales-NA@agilent.com For Genomics Fax : 612-321-3128 Email : orders@agilent.com For additional instructions, see last page TO PLACE AN ORDER, Agilent offers several options: 1) Visit htto:llwww.ayilent.com/chem/supplies to place online orders using a purchase order or credit card. 2) Call 1-800-227-9770 (option 1) any weekday between Sam and 8 pm Eastern time in the U.S., Canada & Puerto Rico. 3) To place an order for Consumables, please fax the order to 302-633-8901. To place an instrument and/or software order, please fax the order to 302-633-8953. To place an order for Genomics, please fax the order to 612-321-3128, at email to orders@agilent.com 4) Or you can mail your order to: Agilent Technologies North American Customer Contact Center 2860 Centerville Road BU3-2 Wilmington, DE 19808-1610 To place an order, the following information is required: Purchase order number or credit card, delivery date, ship to, invoice to, end user, and quote number. GSA customers please provide GSA contract #. EXCLUSIVE OFFERS FOR NEW INSTRUMENT CUSTOMERS, go to www.agiienf.comlehemlexclusiveoffers TO CHECK THE STATUS OF AN ORDER: 1) Visit http://www.agilent.com/chem/supRites to check the status of your order. 2) Call 1-800-227-9770 (option 1) any weekday between 8 am and 8 pm Eastern time, in the U.S., Canada & Puerto Rico. You will need to know the purchase order or credit card number the order was placed on. FINANCING AND LEASING - A wide range of options are available, for more information or to discuss how monthly payments could suit your operational or budgetary requirements,contact your Agilont Account Manager. TERMS AND CONDITIONS: Pricing: Web prices are provided only for the U.S. in U.S.dollars. All phone prices are in local currency and for end use- Applicable local taxes are applied. Ali Sales Tax is subject to change at the time of order. Shipping and Handling Charges: Orders with a value less than $4000 or those requiring special services such as overnight delivery may be subject to additional shipping & handling fees. Some of these charges may be avoided by ordering via the Web Payment Terms: Net 30 days from invoice date, subject to credit approval_ Quotation Validity: This quotation is valid for 60 days unless otherwise Indicated. Warranty period for instrumentation is 1 year. The Warranty period for columns and consumables is 90 days. Visit www.aallent.comlchem For Training course information and registration including e-Seminars, select Frlirratinn. For Literature, Application notes, and other information, select I ibraw. For Online Technical Support including the Technical Support Assistant and Frequently Asked Questions, select Techutaal,Support, It Is Agilent Technologies intent to ship product at the earliest avallable date unless specified otherwise. Agilent Technologies Quotation Quote No. Create Date DelEve Time Page Johnny Skelton 2815502 03/19/2019 14 Weeks:] 6 of 6 City of Fort Worth Contact Phone no. Valid to 2300 SE Loop 820 Carol Slaw 214 697 4333 06/30/2019 Fort Worth TX 76140-1009 To place an order: Call 1-800-227-9770 Option 1 For Instruments Fax : 302-633-8953 Email : LSCAinstrumentsales@agilent.com For Consumables Fax : 302-633-8901 Email : CAG--Pales-NA@agilent.com For Genomics Fax : 512-321-3128 Email : orders@agilent.com For additional instructions, see last page The safe or Agilent Products and Services referenced in this quotation is subject to the[hen current version of Agllant`s Terms of Sale, and any Supplemental Terms or Occasional Resefler Terms of Sale or other applicable terms referenced herein. The sale of Microplates Products shalt be subject to Microplates Terms of Sale and any Supplemental Terms or other applicable terms referenced herein. The sale of Mleroplatos Tooling Products shall be subject to Mieroplates Tooling Terms of Sale and,any Supplemental Terms or other applicable terms referenced herein. All of the above Tame' as applicable. A copy of the Terms is Dither attached or has been previously provided to you. Pease contact us it you have not received a copy or require an additional copy. Ir you have a separate agreement In effect with Agilent covering the sale of Products and Servlcas referenced In this qquolation, the les of that agreement will take precedence for those Products and Services. Agilent expressly objects to any different or additional[arias In your purchase sales an ales order documentation, unless agreed to in writing by Agilent. Products and Services availability dates are estimated at the time of the quotation. Actual del€very dales or delivery windows will be specified at the Line Agitent acknowledges and accepts your purchase order. The above conditions shall apply to the fullest extent permitted by the law.You may have other statutory or legal rights available. Commodities,technology or software exported from the United States of America ["U.S.^j or from other exporting countries will be subject to the U.S. Expert Administration Regulations and all exporting countries' export laws and regulations. diversion contrary to U.S.law and the applicable export taws and regulations Is prohibited. Agilent Technologies CUSTOMER ECD REGULATORY INFORMATION Mandatory U.S. Nuclear Regulatory Commission regulations controlling general license Electron Capture Detectors (ECDs) are posted at the NRC 10 CFR web site (littp://www.nre.gov/reading-rni/doc-collections/efr/). Regulations that control the use of your ECD are 10 CFR: 20.2201 Reports of theft or loss of licensed material 20.2202 Notification of incidents 30.51 Records 31.2 Terms and conditions 31.5 Certain detecting, measuring, gauging, or controlling devices and certain devices for producing light or an ionized atmosphere . PLEASE NOTE! These regulations, and in particular section 31.5, provide critical control and reporting requirements that mast be strictly adhered to. Failure to do so call lead to serious regrdatmy agency actions Contact the Agilent Technologies, Inc. Little Falls Site RSO at 302-633-8262 if you do not have internet access for a hard copy. The intended End User must certify on the following "General License Registration Form" that he or she will adhere to these regulations before a sales order can be generated. This form is not a license but a tracking too] enabling Agilent Technologies, Inc. to meet its' reporting requirements. General Licensees residing in an Agreement State must understand that their ECDs are regulated by their state radiation agency. If you reside in an Agreement State, please contact your state radiation agency to determine any differences between state and federal requirements. Agreement State addresses and phone numbers are listed in the NRC's web site (search "Agreement States") The following services for ECDs can only be provided by a Specific Licensee: Accessing the radioactive source. Refurbishing the ECD. Transferring ECDs to other General Licensees, except as stipulated in Section 31.5 (c) (9) (enclosed) Exporting ECDs, except as stipulated in Section 31.5 (c) (7) Furthermore, ECDs may only be disposed of through an authorized Licensee, ECDs must be removed from other instruments and disposed of separately. It is not necessary to utilize Agilent Technologies, Inc, for your ECD disposal but the service you do choose must have the specific authorization to handle devices containing Nickel 63. The cost of disposal through Agilent Technologies, Inc. is $250.00 (reference product number R1629A) as of 1/26/01 but will change as necessary. Warning: NRC's policy is to issue high civil penalties for improper disposal Other important safety information will be provided or referenced in the operator's manual entitled "Information For General Licensees" which will be shipped with the ECD. FIN:G2397-90000 Ducumeal Owner: David S. Bennett(R50) Rev. F Printed copies of this document are conlroffed.To access revisian history, document ownership and I)ne most cmYcnnt version. click on this link. hltp:flsfrarcdoc.calla)mmtion.ogilent.conJsilrslt;HS15D![SP![)usiness Management(Quality-EN-S)1033801.doex GENERAL LICENSE REGISrTRATION FORM Note: For U.S. customers, Agilent Tecbnologies, Inc. must have this certification on file before the Electron Capture Detector (ECD) will be sold or shipped. Please read and complete the information below, sign where indicated, and return as instructed by your Agilent representative (alternate numbers provided below). Please note that the person designated as the End User must be the person identified by the General Licensee as having responsibility for having knowledge of the appropriate regulations and requirements and having the authority for taking required actions to comply with appropriate regulations and requirements as defined in NRC Regulations 10 CFR Section 31.5 (c) (12) (enclosed). The undersigned End User hereby certifies that he/she will adhere to the requirements of NRC Regulations 10 CFR 20.2201, 20.2202, 30.51, 31.2, and 31.5 as referenced above. The undersigned also accepts responsibility for the operation and maintenance of the ECD in a safe manner lying beyond the manufacturer's control. ECD Purchased: 7890A Micro ECD Part numbers G2397AD, G2397-60610, G3440A Option 231 7890E Micro ECD Part numbers G2397AD, G2397-60610, 03440B Option 231 03440B Option 232 6890 Micro - ECD Part numbers G2397A, G2397--60510, G1530N Option 231,orG1540N Option 231 6850 Series 11 Micro-ECD Part numbers G2397AB, G2630B Option 231 7820A Micro-ECD Part Number 02397AE, G2397-65550, G2397-60620, G4350A Option 231 Please type or print legibly. Shaded areas are mandatory customer information that must be provided by Agilent to the U.S. Nuclear Regulatory Commission. Your order may be delayed if information is not provided or is not legible. Customer Purchase Order Number: Date Quotation Received: End User's Name: (Print) (Signature) End User's Title: Telephone Number: Company Name (No abbreviations please): Address (No P.O. Boxes): City: State: Zip Code: Agilent Only: Sales Order Number: Return your completed form to your Agilent Sales Representative. PIN: G2397-900M document Owner: David S. Domtelt(RSO) Rev_P Printed copies or Ibis document are controllod.To access revision history,documem ownership and the most current version,click on this link. htip:llsharedoc.collnburation.agilnLLcom/siteslERS/SDIKP/Businew Management(Quality-EN-5u03380l.d= Answers to Frequently Asked Questions .About General License ECDs What is a General License? Unfortunately, there is much confusion over the term "General License" because no "license" or document is issued to the recipient of the General License (GL) device. The NRC grants permission to purchase certain low hazard radioactive products without the need to go through an expensive and tinge-consuming licensure process. The recipient of the device is granted "general license" (more accurately, general permission) to acquire, receive, possess, use, or transfer the device (all described on the first page of 10 CFR 31.5). It's a great benefit in the U.S. but the recipient of the GL device must comply with the regulations noted on the first page of the document entitled Customer ECD Regulatory Information provided by Agilent at the time of the sate. Agilent has U.S. Nuclear Regulatory Commission materials licenses to manufacture and distribute these General License devices, but these licenses do not cover our customers. Why do .I have to fill out and return a General License Registration .Form before I can get my ECD? The U.S. NRC requires manufacturers of Generally Licensed devices to provide regulatory information to potential customers prior to shipment so the customer can be made aware of their regulatory requirements under the General License provisions outlined in the NRC regulation 10 CFR 31.5 before they commit themselves to purchase generally licensed devices. The completed General License Registration Form (GLRF) proves for our records that the intended End User (the person with regulatory responsibility for the ECD) has been made aware of these regulations and agrees to comply with them. Once we have the completed form returned, we can ship the device. This process serves to inform the customer of their requirements under the regulations governing Generally Licensed devices as well as to prove to the NRC that Agilent Technologies, Inc. is in compliance with our regulatory and licensure requirements. Does the customer buy an ECD under Agilent's General License? No. As stated above, Agilent has a material license authorizing the company to distribute General Licensed devices to those customers covered under 10 CFR 331.5 (found at the NRC website: http://www.nrc.gov/reading-rinfdoe-collections/cfr/partO3l/partO31-0005.htmi). The customer is granted General License to acquire receive, possess, use or transfer the device in accordance with provisions of 10 CFR 31.5. Can a customer with a Specific License manage General License ECDs under their Specific License? Yes. However, the customer will typically have to manage their General License ECDs in accordance with the NRC or Agreement State agency's General License regulations and their Specific License ECDs in accordance with the terms of their Specific License. We say typically because the issuing agency may permit the handling of the GL device under the customer's material license. It's recommended that the customer contact their issuing agency for the agency's interpretation. Should a customer purchase a General License ECD and include it undertheir Specific License? This is not recommended. By nature of the General License provisions, customers are not required to be "licensed" by the NRC or Agreement State agency in order to purchase General License devices. Again, if the customer has a Specific License, they will typically have to maintain the General License separately (under the NRC or Agreement State General License regulations) from the Specific PIN: c2397-90tw Document Owner: David S. Norte0(MG) Rev. F Printed copies or this document are wntrolled.ro access revision history,document ownership and the most current version,click on this Fink. hllp:llsharcdoc.eollal+oration.agilent.carrlsitesfEASlSDIKPIPusltfess Management(Quality-Ell•5)1033801.docz License requirements. What if the customer has identified a General License model number in the scope of their Specific License? A customer should not list General License model numbers in a Specific License as the ECD would have to be handled under the terms of both the customer's Specific License and the NRC or Agreement State General License regulations. The customer is strongly encouraged to contact the Specific License issuing authority for direction in points of conflict between the terms of the Specific License and General License regulations (e,g., restriction of movement on General License devices vs. Specific Licenses allowing for movement within the scope of the license). It is recommended that the customer consider amending their Specific License to eliminate the General License model from their Specific License. Why can't Agilent Technologies, Inc. accept a customer's specific (or Materials) license? Customers frequently manage General License ECDs under Specific (or Materials) Licenses and will substitute a copy of their license in lieu of completing and returning a copy of the General License Registration Form. We cannot accept these as a substitute for the GLR Form for the following reasons: 1) As stated above, by nature of the General License provisions, customers are not required to be "licensed" by the NRC or Agreement State agency in order to purchase a General License device. 2) The General Licensee is required to comply with NRC or Agreement State regulations whereas the Specific Licensee is required to comply with the statements and requirements posted on their license. The differences between regulation and license requirements may differ significantly depending on the situation of the Specific Licensee. 3) The NRC requires distributors of General License devices to provide them and Agreement States with the actual location. (by address and End User) of the device, Specific licensees can move their ECDs anywhere within the scope of their license, which, in say a university with a multi facility campus, could be any of dozens of buildings. 4) The General License regulations require the assigning of an individual (identified as the End User) who will have direct control over the movement of each ECD. The specific licensee identifies a designated RSO who is expected to meet rigorous training requirements and bear responsibilities that are far beyond the scope of the General License End User. Can we accept a General License Registration Forrn in lieu of a customer's Specific License when they order a Specific License ECD? No. This is so because: 1) The NRC mandates that we sell our ECDs only to "licensed" customers, and we cannot verify such without a copy of the customer's license. 2) In order to verify that the customer is licensed, we must examine license expiration dates, maximum amounts of Ni-63 allowed under the license, and that the ECD is being shipped to a location within the scope of the customer's license. We simply can't verify these fi•om the information provided in the General License Registration Form. What if the customer claims exemption from General License Registration? Refer to the ECD procedure GCECD068 maintained in Order Processing, Field Repair, and ECD Lab notebooks. P/N:GM7A0000 Document Owner:David S. Rcnnert(RSO) Rev. F Printed copies of this document are controlied.To access revision history, document ownership and the most current version.click an this Sink. http:!lsharedoc.collaboration.agilCnccotnlsiteslEHSfSD/KPlOusiness Management(Quality-EH•Sy033801.ducx Basically: 1) Assure the customer that we are not requiring them to file for a license and that the General License Registration Form is only a tracking device for our customer, 2) Inform the customer that we are required to provide the following information to the Nuclear Regulatory Commission and Agreement States for the transfer of the device to their location: - End User's name*, title, and telephone number Exact street location that the device will be used * The person identified by the General Licensee as having responsibility for having knowledge of the appropriate regulations and requirements and having the authority for taking required actions to comply with appropriate regulations and requirements as defined in NRC Regulation 10 CFR Section 31.5 (c) (12) Please call the RSO at 302-633-8262 if there are any further questions. PM;62397-5=0 Document Owner: David S. Bennett(RSO) Rev. F Primed copies of Ibis document are eomtoiledJo access revision history,document omiership and the must current version,dick on Ibis fink. ]rtlp:l/sheredoc.eolfalwmt€ore.agi€erd.cmtdsiieslEHSlSDlKPIEnsiness Mamgemeni(Qualify-EH-S)103390I.doex EXHIBIT H ' �'*•• Agilent Agilent Technologies,Inc. 800 227 9770 telephone .•�,'•, LSAG Customer Sales and Service 302 993 5941 facsimile 2850 Centerville Road.MS 8J5 Eircrd.�� Wilmington,DIE 19808-1610 1 SCARksaagknLcu email November 21,2019 Agilent Technologies, Inc. is the sole ISO 9001-2015 certified equipment manufacturer of the Intuvo 9000 configured with options on Quote 2815502. Only Agilent manufactures a GC that can match the specifications of the Intuvo and the options requested. Please contact Agilent if there is a question related to a company's claim to be factory authorized or certified. Below you will find items in support of Agilent's position as a sole source provider for hardware that matches the technical specifications requested on quote 2815502: • The Agilent Intuvo 9000 is a ground-breaking technology and the only GC on the market that uses'Click and Run'connections that eliminate the need for column trimming and use of ferrules. • The Agilent Intuvo 9000 oven temperature can oven ramp of 250 C/min from 30 to 400,linear,and cools from 450to 50 in 2 minutes. • The Agilent Intuvo 9000 is a one of a kind'Smart'GC complete with touchscreen,remote connectivity functionality,and built in troubleshooting shooting routines. In sure,like all Agilent GCs,Intuvo is built on a legacy of robust excellence and unparalleled,gold- standard performance_ Intuvo expands on this legacy by introducing a suite of innovative,key enabling technologies available nowhere else:fast direct heating,ferrule-free fittings,guard chip retention gap technology,and no-clip columns.Additionally,the Intuvo cuts the bench space about in half,freeing precious room in the laboratory for other projects with its small bench footprint. Sincerely, Agilent Technologies,Inc