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HomeMy WebLinkAboutContract 53296 CSCO No,: 53ag SS No.: RECEIV�'p DEC 19 �019 FORTWORTH CIT'OFFORTWORW CITY SELRETAAY t CITY Or FORT WORTS[ SOLE SOURCE PURCHASE VENDOR AGREEMENT This Sole Source Purchase Agreement("Agreemeut")is entered into by and between ©iota e� 1•LC.-("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 Teruis 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 Coil sumablcs,Supplies and Parls 7. Exhibit F SS Exemption Form B. Exhibit G Seller's Quote,Scope of Services 9. Exhibit 1-1 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 or this contract sliall not exceed$95,000 per year. The undersigned represents and warrants that lie 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 represcnlative to be effective as of the date signed below, Vendor Name: Biotage LLC Authorized Signature: Printed Name: Clarissa Hennegan Title: Director of Business Intelligence and IT Date: I Name: City of Fort Worth Authorized Signature: Printed Name: Title: Date: Sole Source Agreement: _ 1 01,23.19 pes IT i CSCO No.: SS No.: Exhibit A CITY OF FORT WORTH,TEXAS STANDARD PURCHASING TERMS AND CONDITIONS 1. 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. 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 INFORMATION 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 XXV11, 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 TexasLocal 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 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 CSCO 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 andacceptancc of the goods. 10. DELIVERY TERMS 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 fl•eight 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 CSCO No.: SS No.: 1st 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 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 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. SAI'UTY 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. SOTTWARE 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 CSCO 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,sofhvare,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,sit 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,Made 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,fo r 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 nou-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: 5 01.23.19 pes CSCO 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 Biotage,LLC shall retain all right,title and interest in and to all intellectual property owned,controlled or developed by it prior to and during Biotage,LLC'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 Biotage,LLC that is useful for the operation of the products, instrumentation or services provided hereunder("Biotage, LLC").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 Biotage, LLC 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. fit 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. ASSIGNMENT/DELEGATION 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 CSCO 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, MODIFICATIONS 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 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 inthis Agreement,the definition contained in the UCC shall control.In the event of aconflict between the contract docurnents,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 EMPLOYE,ES. 29.2 INDEMNIFICATION—SELLER HE, 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 CSCO 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. SEVERABILITY 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 finds 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 Seiler 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-DISCRIMINATION 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)lras 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 CSCO 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 RE,QUIRE 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 theavailability,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 after discovering the claim,dispute,or breach.The notice shall state the nature of the dispute and list the party's specific reasons for such dispute.Within ten(10)business days of receipt of the notice, both parties shall 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 CSCO No.: SS No.; 39. PROHIBITION ON CONTRACTING WITH 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 REOUH2EMENTS 40.1 Seller sliall 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 thecammencement 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,not- 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 CSCO 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 tell(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 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 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 CSCO 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 o. CSCO 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 Fort 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 it 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 htth:/hvww.ethicsstate.tx.ns/forms/CIO.hdf. 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 iu 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 CSCO 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.D. 23. 1141h Leg., Regular Session. OFFICEUSEONLY This questionnaire is being tiled in accordance with Chapter 176,Local Government Code, Date Recwvw by a vondorwho has a business relationship as defined by Section 176.001(1-3)with a local governmental entity and the vendor meets requirements under Section 176,006(a). By law this queslionnaire must be flledwith the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts j 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 oflanse under this section Is a misdemeanor. LJ Nahie of vondorwho has a business telatlonshipwlth local governmental entity. Biotage LLC check this box If you are filing an updale to a previously Ilion questionnaire. (The law requires Ihnt 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.) s Name of local government oHlcer about whom the Information In this secllOn Is beh)g disclosed. N/A Name of Officer This section (Item a including subparts A, B, C, & D) must be completed for each olficar with whom the vendor has an employment or other business rokdfonehip as defined by Section 176.001(1-a), Local novemment Code. Allach addltionai pages to this Forth 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? --I Yes No B. Is the vendor receiving or likely to receive taxable income,other then investment Income,from or at the direalion of the local government officer named in this section AND the taxable income is not received from the local governmental enlity7 L—) Yes 17kl 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 ono percent or more? n Yes � No D. Describe each employment or business and family relationship with the local government officer named In this section. N/A 4 - ----- ---- - �" --— 12/9/2019 Signature of vendor doing buslne lllh the govern nt meal entity Date Adopted 0/712015 Sole Source Agreement: 14 01.23,19 pes CSCO No.: SS No.: i EXHIBIT C—VENDOR CONTACT INFORMATION i Vendor's Name: Blotage,LLC Vendor's Address: 10430 Harris Oaks Blvd.Suite C,Charlotte,NC 28269 Phone: 704-654-4900 Fax: 434-296-8217 Email: ordermailbox@biotage.com Name of person(s)to contact when placing an order or invoice questions: Name/Title: Customer Service Phone: 704-6544900 Fax: 434-296-8217 Email ordermailbox@biotage.com �^ Name/Title; Accounts Receivable Phone: 704-6544900 Fax: Entail: usaccounts.receivable@btotage.com Name/Title; Phone: Fax: Email: Clarissa Hennegan Signature Printed Name Date Sole Source Agreement: 15 01.23.19 pes i CSCO No.: SS No. EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Biotage LLC 10430 Harris Oaks Blvd,Suite C Ch:u-lotte,NC 28269 Venclor hereby agrees to provide City with independent audit basic financial statements,but also the fail- 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 oil 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. I. Name: S+ Position: Signature: 2. Name: Position: Signature: Signature of President/CEO/Managing Partner l ay Title 'Date Sole Source Agreement: 16 01.23.19 pes EXHIBIT E SPECIFICATIONS FOR BIOTAGE CONSUMABLES, SUPPLIES AND PARTS 1.0 OVERVIEW/SCOPE 1.1 The term of the Agreement shall be for a one-year (1) period, with four (4) options to renew for additional one-year periods. However, if funds are not appropriated, the City may cancel the agreement 30 calendar days after providing written notification to the "Vendor." 1.2 The unit price shall include all associated costs, surcharges, delivery, shipping, handling, demurrage, and fuel charges no other charges will be accepted by the City, unless otherwise, notated in the agreement or approved. It is understood items containing hazardous chemicals will have a hazmat shipping fee. No additional charges will be accepted or paid by the City. The City of Fort Worth also reserves the right to order and be charged in the method that is most advantageous for the City. 1.3 Additional items of the same general category that could have been encompassed in this Agreement, and that are not already on the Agreement, may be added. 2.0 APPLICABLE REQUIREMENTS 2.1 Due to the City's Service Agreement with Biotage/Horizon Technology for our existing Automated Extractor Modules, DryVap Concentrator System, Speed-Vap Evaporator System and Solvent Trap Recovery System all items listed must be Biotage/Horizon Technology certified parts and consumables. No substitution or equivalent Items will be acceptable. The use of non-Biotage/Horizon Technology items, media, supplies and other products will invalidate current equipment warranties. 2.2 Vendor must commit to a 72-hour delivery process due to the critical need for these items. 2.3 All materials supplied under the Agreement shall be of recent production, unused, and suitable for their intended purpose. 2.3.1 Shelf Life 2.3.1.1 6-month minimum requirement 2.3.1.2 All items will be rejected if the shelf life is less than 6- months or has expired. 2.3.1.3 Supplier will be responsible for the return of rejected items. 2.4 Items listed in these specifications are not intended to indicate the only items to be ordered. 2.5 The Central Laboratory will have a need to order items not listed and the Vendor shall extend the same discounts given within that category. 2.6 Discounts are to be firm throughout the Agreement period. 2.7 List of consumables, supplies and parts are as follows: NOTE: this does not encompass the complete list as it will vary depending on the regulatory test method Part Number Description 47-2346-13 Atlantic C18 Disk, 47mm 40-705-HT DryDisk, 65mm FFP-47-HT Pre-filter, 47mm FFP-90-HT Pacific Pre-filter, 90mm 1664-100-PHT Pacific Premium Disk 50-002-02-HT Aluminum Pans, O&G 03-1588-04 Concentrator Vessel 50-0914 DryDlsk Assembly 47-2346-11 Atlantic 8270 One Pass Disk, 47mm FFAP-100-HS1 Atlantic Pre-filter, 90mm, Fine 1,0um FFAP-100-HS5 Atlantic Pre-filter, 90mm, Coarse S,Oum 49-2620-01 One-Pass Carbon Cartridge Max Detect Replacement and repair parts for: SPE-DEX@ 1000XL Automated Extractor System SPE-DEX®3000XL Automated Extractor System SPE-DEX@ 3100 Automated Extractor System SPE-DEX®4790 Automated Extractor System SPE-DEX@ 5000 Automated Extractor System EnvisionTM Platform Controller XcelVap® Concentration/Evaporation System SmartPrep@ Extractor DryVap@ Concentrator System ReclaimerTM SRS Recovery Speed-VapTm III Evaporator System Speed-Vap@ IV Evaporator System Solvent TrapTM Recovery System PacificTM O&G Disks PacificTM Fast Flow Pre-Filters Pacific PremiumTM O&G Disks Pacific PremiumT"'Fast Flow Pre-Filters AtlanticTM SPE Disk Atlantic7m Fast Flow Pre-Filters Carbon Max-DTMCartridges EXHIBIT F FORT-,. ORTH To- CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM This form must be provided when requesting to make a purchase over$60,000 without following public bidding 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: Biotage Consumables Vendor: Biotage LLC Current Agreement for item/service: ❑ Yes © No CSCM Recommended by [print narnej: Chris Harder Department Director Water Director Signature: Telephone Number: [8171392-5020 Date: A 6/2019 How will this item or service be used: Biotage specific consumables are required in order 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. Testing Methods: 608, 625, 1657, 1664, Caffeine Screen and Atrazine. Biotage consumables must be utilized in order to prevent voidance of the manufacturer's warranty. Page 1 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; 17 a procurement of items that are available from only one source, including: w 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. Biotage/Horizon Technology is the original equipment manufacturer and sole source provider of the Extractor Modules System that is compliant with EPA method protocols and requirements. The intellectual prope►ties of Biotage/Horizon Technology includes various copyright, trademark and patents for the referenced equipment. Product is available through two distributors at an astronomical cost to the City of Fort Worth. 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? IYes CJNo Was there anything not included on this form or attached hereto that was relied on in making this determination? ❑Yos Mo If yes, please explain: Approved By: Assistant City Attorney I T✓ L¢Grr�'IQ Matt Murray Date: II-I8-2019 Page 3 of 3 EXHIBIT G Biotage Customer Information Account Name City of For[Woilh-Village Creek WWTP Contact Name Johnny Skelton Ship To 2600 SE Loop 820 Phone (017)392-5910 Foil Worth,Texas 761,10 Email johnny.skellon a forlworthtexas.gov United Stales Quote Information Quote Name City of Fort Worth-Consumables 2019-2020- Prepared By Justine Belmont 12,109 Email jusline.belmonl a biotage.corn Quote Number 12409 Payment Terms Net 30 days Created Dale 1 1/15/20,19 Shipping Prepaid&Add Expiration Dale '12/31/2020 FOB Terms Origin Quote Line Items ProductQuanflty ProductDonarlpflon Llat : : :: ^ • : fl: 40-705-FIT 1.00 DryDisk@ 65 mm(50/pfo USD 223.00 USD 206.00 USD 209,00 -1664-100 PFIT 1.00 Pacific(D Premium Oil&Grease Disk,90 mm USD 525.00 USD 300.00 USD 300.00 49-2620.01 1.00 One-Pass Carbon Cartridge Max Detect USD 173.00 USD 164.35 USD 164.35 47-2346-11 1.00 Allantic0 6270 One Pass Disks,47 mmn) USD 386.00 USD 366.70 USD 366.70 47-2346-13 1.00 AllanlicO High Capacity C10 Disks,47 nrm USD 255.00 USD 237.50 USD 237.60 FFP-47-HT 1.00 Pacific(A)O&G Fast Flow Pre-Filler,47 mm USD 66.00 USD 30.00 USD 30.00 FFP-90-HT 1.00 PacificO O&G Fast Flow Pre-Filler,90 mm USD 134.00 USD 60.00 USD 60.00 FFAP-100-liS1 1.00 Allantic0 Fast Flow Pre-Filler,90 mm,Fine 1.0 pm USD 91.00 USD 96.45 USD 06.45 FFAP-100-HS5 1.00 AllanlicO Fast Flow Pre-Filler,90 mm,Coarse 5.0 Inn USD 122.00 USD 115.40 USD 115.40 03-1586-04 1.00 200 mL Evaporation Tube 0.9 mL Tip,DryVap@ USD 91.00 USD 66.45 USD 86115 50-0914 1.00 DryDisk@ Assembly 65 mm Complete USD 180.00 USD 163.00 USD 163.00 50-002-02-HT 1.00 Oil&Grease Aluminium Weighing Pans,105 mm,126 mL USD 36.00 USD 35.16 USD 35.16 Subtotal USD 1,853.01 Total Discount USD 0.00 Total USD 1,853.01 Terms and Conditions Unless Blotago has onlored Into a soparato written agreement with you for the supply of goods and services,acceptance of this quole Implles your acceptance of the Diolago's Terms and Conditions of Sales(see ltllp'//biotaue cony/lit©rature/download/6lolape terms and condllions 1 iuty 2017 americas odl). Biolage 10,130 Harris Oaks Blvd.,Suhe C Charlotte,NC 28269 USA Tol:800-4,16-4752 Fax:434-296-6217 Submit Orders To: ordermailbox a biolage.com Please refer to quotation number on all orders,inquiries and correspondence. EXHIBIT H Biotage November 15,20,19 Patricia Stanley City of Fort Worth Water and Wastewater Central Laboratory 2600 SE Loop 820 Fort Worth,TX 76140 Dear Pally, This letter is to provide notification that Biotage-Horizon Technology Inc.is the original equipment Manufacturer and the sole provider of product listed below.Horizon Technology Inc.is the sole provider of various c011sumables,accessories,and service components,and repair for this product. SPE-DEX©1000XL Automated Extractor Systern SPE-DEX®3000XL Autornated Extractor System SPE-DEXO 3100 Autornated Extractor System SPE-DEX©4790 Automated Extractor System SPE-DEX®6000 Automated Extractor System Envision"-' Platform Controller XcelVapok Con con trationlEvaporation System SmartPrep@ Extractor DryVap@)Concentrator System Reclaimer"I SRS Recovery Speed-Vap""'III Evaporator System Speed-Vap©IV Evaporator System Solvent Trap"I Recovery System PaCIfIGTM O&G Disks Pacific"' Fast Flow Pre-Filters Pacific Premium""' O&G Disks Pacific Premium""' Fast Flow Pre-Filters AtlantIGTM SPE Disk Atlantic""' Fast Flow Pre-Fllters Carbon Max-D"'"Cartridges The intellectual properties of Horizon Technology Inc.include various copyright, Trademark and patents for these products. Sincerely, Justine Belmont Sales Administrator 10430 Harris Oaks Blvd.,Suite C„Charlotte,NC 28269 USA CITY OF PORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration By: of this contract, including ensuring all Name: Dana i •ghdo performan •t d reporting re i' I ent Title: Assis rt City .Inager Date: Z IIt I By: I Name: Patricia Stauley APPROVAL RECOMMENDED: Title: Management Analyst II APPROVED AS TO FORM AND GALITY: By: C By: Name: Chris Harder N e. Christa R.L a;�s Title: Water Director Title: Senior Ass' tanAttorney ATTEST: CONTRACT AUTHORIZATION: M&C: N/A By: -� ame: M I ay i ` Title: City Secretary t SELLER: ........... r lliolage LLC. ATTEST: By: AA Name: Clarissa Hennegan By: Title:Director of Business Intelligence and IT Name: Datc: �Z11 Q Title: Sole Source Purchase Vendor Agreement Biolage LLC. t MRFNRV