HomeMy WebLinkAboutContract 53296-R2CSC No. 53296-R2
CITY OF FORT WORTH
REQUEST TO EXERCISE RENEWAL OPTION
March 31, 2�21
Biotage, LLC
1043Q Harris Oak Blvd, Suite C
Charlotte, NC 28269-7518
Attn: Eberhard Rau
Re: Contract Renewal Notice
Contract No. CSC No. 53296 & 53296-A1 (the "Contract")
Renewal `l'erm No. 2: Apri 1 16, 2021 to April 15, 2022
The above referenced Contract with the City of Fort Worth expires on April l 5,2021 (the
"Expiration Date"). Pursuant to the Contract, contract renewals are at the mutual agreeinent of the
parties. This letter is to inform you that the Gity is requesting to renew the Contract for an
additional one (1) year period, which will begin immediately after the Expiration Date. All other
terms and conditions of the Contract remain unchanbed.
To agree to renew the Contract for an additional one (1) year period, please sign and
return this request to exercise renewal option, along with � copy of your current insurance
certiticate, to the address set forth below.
Please log onto PeopleSoft Purchasin�; at htlp:/lfortwo�-ihtexas.�o�lptu•cha5111� to insure
that your company information is correct and up-to-date.
If you have any questions concerning this Contract Renewal Notice, please contact me at
the telephone number listed below.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Conkract Renewal
[817] 392-5906 �
CSC No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH
DAn� Bu�qhdaff
B,l� Dana Burghdoff pr8, 202117:05 CDT)
�
Name: Dana Burghdoff
Title: Assistant City Manager
APPROVAL RECOMMENDED:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reportinb
requirements.
�
By:
P�t���dasta�iey( prs,zozim:nscor)
Name: Patricia Stanley
Title: Management Analyst II
CGl�/f�O,I�GIG� tf�G�G� APPROVED AS TO FORM AND
BY. �hr�5t�rder �APr �, �oz� �5:53 �oT� LEGALITY:
Name: Chris Harder, PE
Title: Water Director a�`4FORr �a�
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ATTEST: ati o o9�d �hr,5t, R. �onez-ReYno�dS �A�r 8, zo�� �:a4 �oT,
A_o o•�d BY�
��v o o=� Name: Christa R. Lopez-Reynolds
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�o'� °�a00000000� p 1'itle: Senior Assistant City Attorney
f'Y���-�� 0 a����nEXAs�.�'.G
By: _�___. _ CONTRACT AUTHORIZATION:
Name: Mary Kayser M&C; N/A
Title: City Secretary Date Approved:
Form 1295 Gertification No.:
Biotage, LLC
By:
Name: Eberhard Rau
Title: Chief Financial �fficer
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Renewal
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C� � ��GEt�ARTM
CITY SECRETARY CUNTRACT NO. 53296-A1
STATE OF TEXAS
COUNTIES OF TARRANT,
DENTON, PARKER AND W1SE
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FIRST AMENDMENT AND RESTATEMEIYT OF TERM
TO FORT WORTH CITY S�CRETARY CONTRACT NO. 53296
TH1S CONTRACT FIRST AMENDMENT AND RESTATEMENT OF TERM is entered
into by and between the City of Fort Workh ('`Gity �, a home-rule municip�lity in the State of
Texas, acting throu�h Dana Burghdof% its duly authorized Assistant City Manager, and Biotage,
LLC, a Limited Liability Company ("Vendor").
WHEREAS, the City and Vendor, entered into that certain agreement identified as City
Secreiary Contract No. 53296 (Contract) for the purchase of certain Biotage consumables,
supplies and parts as identified in Exhibit E of the Contract; and
WHEREAS, Section 3"Term" only allows for a one time purchase of such Biotagc
consu�nables, supplies and parts; and
WHEREAS, the City and Vendor wish to amend the term of the Contract to allow for an
annual term with renewable �ptians as detailed in Exhibit E.
NOW, THEREFORE, for and in consideration of the mutual covenants cantained herein, and
other good and valuabie considcration, the receipt and suf�iciency of which are hereby
acknowle�iged and confessed, the parties hereto agree as follows:
l. Section 3. Term: the tcrm of the Contract shall be amended as follows:
The term of this Contract shall be for a one (1) year period beginning on the date this
Amendment is executed. Upon written agreement by the parties, the City may exercise
four (4) annual year options to renew the Contract with the same terms and conditions.
I1. Not to Exceed Amount.
The City shall pay Vendor as stated in Exhibit G, however the total payment made under
this Contract shall not exceed ninety-five thousand dollars ($95,000).
CFW /[AMGNDMENT NO. I BGRMF;X (NC. CSC 48U7UJ
Pagc 1 of 2
' �FF9CaAl RECORD
�ITV SE�RETARY
FT UU�RTH, TX
All other provisions of the Cantract which are not expressly amended herein shall remain
in full force and effect.
Executed on this the � day of ri , 2020
CITY OF �ORT WORTH:
Dana Bu�o, f�
Dana Burghdoff pr16,2020)
Dana Burghdoff
Assistant City Manager
APPROVAL RECOMMENDED:
irtodl�ee tfa��'e�
B V. ChrisMpher H rd (er�npr 16, 2020)
J
Christopher Harder, PE
Fort Worth Water Director
APPROVED AS TO FORM AND LEGALITY:
C1u�� R. La�e�-Rer,r�Cr7�
Christa R. Lopez-Reynold (Apr i6, 2020
Christa Lopez-Reynolds,
Seniar Assistant City Attorney
ATTEST:
i���-��-
Mary Kaiser '
City Secretary
Date:
Contract Authorization:
M&C: N�C
Date:
Contract Compfianc
I�,a'�,f�* in� I acknaYql � t
ager:
a�-�am the person cesponsiblc for the monitoring and administration of this
�I�l �crformance and reporting requiremen[3.
�lricia Stanlcy, (14�agcmcn�n 1 st lI
CFW /[AMENDMEM N0. i BIOTA F
Pagc 2 of 2
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BIOTAGE, LLC
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Ctarissa Hennegan
Director of Business lntelligence and IT
Date: � � �p �'�,�'�
OFFICsAI itECORD
CITY SECf�ETARY
FT.INORTH, TX
RECE�JVt�, ;
DEC � 9 201�
cirraFFaerwo�rr�
GITYSECREr�? n�; �
FORT�VORTH
CITY Or rOR'P WOR'fEi
SOLP 50URCG PURCHASC VCNDOR AGRC�IbICNT
CSCO No.: � ��� �
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This Snlc Snin•ce Ptn•cltase Agreemeul ("Agrecmeut") is entcred into by and bel���een E3iola et� L,LC•.("Seller")
nnd the Cily oF �ort Worth, ("Buyet'"), a`fexas honte rule niunicipal corpor�lion,
The Sole Source Purchase �lgreement includes the following documents which sh�ill be construed in the order of
precedence in which ihey nre Iisled;
I. Sole Source Pin'chase Abreement
2. Gxhibit A Tcrms ond Conditions
3. Cxhihit [i ConFlict of Interest Questioiu��irc
4. Gxhibit C VendorContact Information
5. Gxhibit D Verification of Signature Authority
G, Exhibit E SpeciCications for Consutnablcs, Supplies and Parls
7. Exhibit F SS Gxentption rorm
(i. Fxltibit C Seller's Quote, Scope of Services
9, f;xhibit 1-1 Sellcr's Sole Source Justification Leller
Gxhibits A, E3, C, D, E, P and G, which are atlached hereto and incorporaled hereiit, are made a part oF this
fl6recmenl for all purposes, The Amount oF this contrncl shall uot exceed $ 95,000 per year,
'I'he uudersigned represenls and wari ��n(s lhat he or she has the power and authority to execute this Abreement �nd
bind the respeclivc Sellcr, Seller and Buyer have caused lhis Agreement to be executed by their duly �uthorized
represenlalivc lo bc cffective as oF the date signed below.
Veiidor N�une: I3iota�e LLC
Eluthorized Sibnature: —C�;�+�
�
Printed NFune: Clarissa Henne�an
Title:
Da te:
Nante;
Authol'ized SignattU'e;
Prin(ed Ntune;
Title;
Date:
Director of Dusiness lulelligence and IT
.�_�� q —
oF l�ort Worth
Sale Source Agreement:
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Cxhibit A
CITY OF FORT WORTH, T�XAS STANDARD
PURCHASING TERMS AND CONDITIONS
1, D�TINITION O�+ BUYCR
The City of Fort Worth, its offcers, agenls, servants, autha�ized employees, vendors and sub vendors who act
ou behalf of various City departments, bodies or agencies,
2. ll�FINiTION OF BUY�R
Tl�e consultant, Vendoc(s), supplier, Vendor(s)oc other provider of goods and/or services, its officers, �gents,
servants, employees, vendors and sub veiidors who act on beh�lf of the entity under a contract with tlie City
of Fort Worth,
3. T�RM
3.1 This is for a one-time purchase for the items listed in Cxhibit B.
PUI3LIC INTORMATION
Any informatio�t sub�nitted to the City of �ort Wo��th (the "City") mt�y be requested by a member of the public
under the Texus Public Jnformation Act, See TEX. GOV'T COD� ANN, §§ 552.002, 552.128(c) (West Supp.
2006). If the City receives a request for aSeller's proprietary inforination, the Seller listed in the request will
be notified �ud given an opportw�ity to make argutnents to the Texas Attorney General's Office (tl�e "AG")
regarding reasons tl�e Seller believes that its information may not lawfully be released. If Seller does not inake
arguments or the AG cejects the arguments Seller malces, Seller's information will be releused without penalty
to the City.
PROIiIBITION AGAINST P�RSONAL INT�R�ST IlV CONTRACTS
No officer or employee o('Buyer sliall l�ave a finaucial interest, direct or indirect, in any cotitcact witl� Buyer
or be financially iiitei•ested, directly or i�idirectly, in the sale to Buyar of any land, materials, supplies or
secvices, except on bel�alf of Buyec as an officer or employee. Any willful violation of this section shall
constituta ivalfeasance in office, and any office�� or employee found guilty thereof shall there by fo►�feit his
ofiice or position.
Any violatioii of this section with the lcnowledge, expressed or implied, of the person or corporation
contracting with the City Couiicil shall render tha cantract invalid by tl�e City Mana�er or the City Council,
(Chapter XXVI1, Section l6, City of Fort Worth Charter).
6. ORD�RS
G.1 No employees of the Buyar or its officers, agents, seevants, vendors oc sub vendocs wl�o act on behalf of
various City depai�tments, bodies or agencies are authorizedto place orders for goods andlor se�vices
without providing approved contract numbers, purchase order numbers, or release numbers issued by
tlie Buyer. The only exceptions are Purchasu�g Card orders and emergencies pursua�it to TexasLocal
Goveri�ment Code Section 252A22(a)(1), (2), or (3). In the case of emergeucies, the Buyer's
Purchasing Division will place such orders.
6.2 Acceptaiice of an order and delivery on the pai�t of tlie Seller without an appi•oved contract number,
purchase order nutnber, oc release number issued by the Buyer may result in rejection of deliveiy,
returu of goods at the 5ellei's cost and/or non- paymeut.
Sole Source Agreement: _
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7. S�LL�R TO PACKAGE GOODS
Seller will pacicage goods in accordance with good commercial practice. Each shipping containec, shall be
clearly and permanently marked as follows; (a) Seller's name and address: (b) Consignee's name, address and
purchase ordar or purcl�ase change ordernumbei; (c) Container number and total number of containers, e.g.,
box 1 of 4 boxes; and (d) Number of the containec bearing the pacicing sli�. Seller shall bear the cost of
p�cicaging ui�less otherwise provided. Goods stiall be suitably paciced to secuce lowest transportation costs and
to conform to requicements of common carriers and anyapplicable specifications. Buyec's count or weight
shall be final and conclusive on shipments not accompanied by pacicing lists,
8, SHIPM�NT UND�R 1t�S�RVATION PROHIBTT�D
Seller is not authorized to ship the goods under resecvation, and no tender of a bill of lading will operate as a
tender ofgoods.
9. TITL� AND RIS�{ Or LOSS
The title and i•islc af loss of tlte goods shall not pass to Buyer uittil Buyer actually receives and takes
possession of the goods at the point or points of deliveiy after inspection andacceptancc of the goods.
10. D�LIV�12Y T�RMS ANll TRANSPORTATION CHARG�S
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed, unless delivery terms are specified
otl�erwise in Sellec's proposals. Buyar agrees to reimburse Seller for transportation costs in the amount specified
in Seller's proposals ar actual costs, whichever is lower, if the quoted delivery terms do not include
transportation costs; �rovided, Buye�� shall have tfte cight to designate what metl�od of transportatiou shall be
used to sl�ip tlie goods,
11. I'LAC� OT D�LIV�RY
The p(ace of delive�y shall be set forth in the "Ship to" block of the pucchase order, purchasa cl�ange ordec, or
release order,
12. RIGHT OT INSP�CTION
Buyer shall have t(ie rigE�t to inspect tl►e goods upon delive�y before accepting them. Seller shall be
eesponsible for all cha�ges For tlie retucn to Seller of any goods rejected as being noticotiforming under tlie
speci�cations.
13. INVOIC�S
13, I Seller sl�all submit saparate invoioes in duplicate, on each purahase order or purehase changa order after
each deliveiy, Invoices shall indicate the purchase ocder or purchase change arder number. Invoices
shall be itemized and transpoctation cl�acges, if any, shall be listed sepacately. A copy of the bill of
lading aiid the freiglit waybilt, when applicable, sliould be attached to tl�e invoice, Seller shall mail or
delivec invoices to Buyec's Depai�tment and addcess as set fo��th in the blocic af tha purchase order,
pw�chase cl�ange order or release orderentitled "Ship to." Payment shall not be made uutil the above
instruments have been submitted after delive�y and acceptance of the goods and/or seivices.
�3.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The Buyec shal( furnish a
tax exeinption certificate upon Seller's request.
13,3 Pay�nent. All payment terms shall be "Net 30 Days" unless otherwise agreed to in writing. Before the
Sole Source Agreement: _
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1 st paymei�t is due to Seller, Seller shall ��egister for direct deposit payments prior to providing goods
and/or services using the fo►•ins posted on the City's website,"
14. PRICr WARRANTY
�4.I The price to be paid by Buyec shall be that contained in Seller's pcoposals whicli Seller warcants to be
no liigher than Seller's current pcices on orders by others for products and services of the kiud and
specification covered by this agceement for similar quantities under lilce conditions aud methods of
purchase, Iu the eventSeller breaches this warranty, the prices of the items shall be reduced to the prices
contained iu Seller's proposals, or in the alternative upon Buyer's option, Buyer shall I�ave tl�e rigl�t to
cancel this contract without any liability to Seller foc breach or for Sellar's actual expense. Suclt
re�nedies ace in addition to and not in lieu of any otlier retnedies which Buyer may have in law oc
eq«ity.
14.2 Seller warra�rts that no person or selling agency hes been employed or retained to solicit or secure this
contr�et upou an agceement or und0rstanding for commission, percentage, brokerage or contingent fee,
excepting employees af an established commeccial or selliug agency thut is maintained by Seller for tlie
purpose of securing business. ror breach or violation of tlais warcanty, Buyer shall have tl�e right, in
addition to any other right or rigl�ts arising pursuant to saidpurcl�ase(s), to cancel this contract witl�out
liability and to deduct fi�om the conh�act price such commission percentage, brokerage or contingent fee,
oc otherwise to recover the fiill amouut thereof.
1 S. PRODUCT WARItANTY
Seller shall not limit or e:cclude any expcess or implied warcanties and any attempt to do so shall rendef• this
contract voidable at the option of Buyer. Seller warrants that tl�e goods furnisl�ed will confor►n to Buyer's
specifications, drawings and descciptions listed iu the proposal invitation, and the sample(s) furnished Uy
Seller, if any, In the event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's
specifications sl��ll govern.
16. SAI'�TY WARRANTY
Seller wacrants that the product sold to Buyer shall eonform to tfie standards promulgated by the U.S,
Depai�tment of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as atnended. In the
event the praduct does not co�iform to OSHA standards,Buyer may retucn the produet for corcection oc
replacement at Saller's expense. ]n the event Seller fails to make appropriate correction within a reasonable
time, any correction made by Buyer will be at Seller's expense. Whece no corcection is or can be made, Seller
shall refund all monias recaived for sucl� 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 delive�y, or otherwise in
accordance with Sectio�i 29.0 of tliese terms and conditions. Fallure to make such refund shall constitute
breach and cause this coutract to terminate itnmediately.
17. SOTTWAli� LICCNS� TO 5ELL�R
If this purcl�ase is for the license of softwace products and/or secvices, and unlessotl�arwise agreed, Seller
l�ereby grants to Buyer, a perpeival, irrevocable, non-exclusive, nonh•atisferable, royalty fi•ee license to use ttie
softwace, Tl�is software is "proprieta►y" to Seller, and is licensed and provided to the Buyer for its sole use for
pucposes under this Agreeine�it and any attachad work orders or invoices. The City may uot use or share this
software without pecmission of the Seller; however Buyer may make copies ofthe software expressly for
bacicup pucposes.
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18. WARRANTY AGAIN5T INFRINGM�NT OI+ INT�LL�CTUAL PROP�RTY
is.1 The S�LL�R wn��rauts thAt nll Dellve��nbles, or any pnrt tl►e��eof, furuished Iaereuudei�, including
but rtot lintited to: pt�ograms, documentation, sofhva�•e, analysey, applications, methods, ways,
and processes (iu tliis Section each individually referred to as a"Delivei�able" and collectively as
tl�e'°Deliverables,") do not infringe upon or violate any patent, copy��ights, trademarlcs, service
marlcs, trade secrets, or auy iutellectual pro�erty rigl�ts or othe�� tliird party proprietary rigl�ts, in
tl►e performance of se►�vices uncler this Agreement.
1a.2 S�LL�R shall be liable and responsible for any and all claims �nade agninst the City for
infringeme»t vf Auy patent, copyright, h•ademAric, service marlc, trade secret, or other
iutellectual pro�erty rights by the use of or supnlying of any Delive��able(s) iu the course o�'
performance o�� completiou of, oi� iu Auy way connected tivith providing tl�e se�wices, or the Cily's
contiisu�d uye of tlte Deliveenble(s) I�e�•eunde��.
18,3 S�LL�R agrees to indemnify, �leYend, settic, or �ay, stt its own cogt And expense, includiug t6e
payment of atto►•ney's fees, any claim or action againat the City fo�� infl�ingement of Auy patent,
copyrigl�t, trade marlc, seiwice marlc, trade aecret, oti� otl�er i►�tellectuai properly r�ght arisiug
from City's use of'tlie Deliver�ble(9), or auy hart thereof, in accordauce with tl�is Agreement, it
beiug u��clerstood tl►at tl�is ag��eement to indemuify, defend, settle oa� pay sLall uot apply if the
City �nodiCes or �nisuses the Delivei•able(s). So long as S�LLER bears the cost and expense of
payment for claims m• actions against the City p�rsuant to this secHon 8, SELL�R shall l�ave tlie
rigl�t to cundnct tl►e defeuse of any sucli claim ot� action aud all negotiations for its settlemeut or
compromise a�id to settle or comprmnise any such clai�n; however, City shall l►ave tlie rigl�t to
fully pnrticipate in any Hnd flll such settlement, negotiations, or lawsuit as necessary to protect the
City's iuterest, s�nd City ag►�ees to cooperate witl► S�LL�R in doing so. I►t tl�c event Cily, fo r
wl�atever ��eason, asstunes tlte �•esponsibflity 1br paymeut of costs and expenses for any claim or
action brought against the City foa• infriugement arising under tliis Agreement, tlie City shall
have tlte sole rlght to conduct tl�e defense of any sucl► claim or action aa�d all negotiations fo�• its
settlente�tt or compromise asid to settle or comp��o�eaise auy sucl� claim; however, SCLL�R ahall
fully participxte and coope►•ate with tl�e City in clefeuse of sucl� claim or acfion. Ciiy agrees to give
S�LL�R timely written uotice ofany suclt claim a• action, with copies of all p�pers City may
►•eceive relating thereto. Norivithstauding tl�e foj�egoing, tl�e City's assumption of payment of cosfs
m� expenses sLall not eliminate 5�LL�R's duty to indemuify the City undcr this Agreement. If
the Delivcrable(s), o►� any part thereof, is held to infringe aud the use tlte►•eof is enjoi��ed or
restraiued or, if as a result of a settlemeut or compromise, such use is materially adversely
resh�icted, S�LL�R shall, at its owit expense and as City's sole remedy, eithert (a) pj•acure for
City tLe right to coutinue to use thc Doliverudle(s); or (b) modify tl�e Deliverable(s) to malce
tl�em/it nou-infri�gi��g, pi�ovided tl�ut such modification does uot materially adve�•aely
affect City's auN►orized use of the Delive��able(s); o�� (c) a�eplace ti►e Deliverable(s) with equally
suita6le, compatible, and functionnlly equivalent non-infringing Deliverable(s) at no additional
cl�arge to City; or (d) if uone of tUe foregoing alternatives is reasona6ly available to S�LL�R,
termivate tl�is Agreement, aud refund all amouvts paid to S�LL�R by the City, subsequent to
which termination City may seelc any and all remedies availaUle to City under la�v.
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] 9, OWN�RSHIP OF WORIC PRODUCT
Neither party to tliis Agreement intends to tcansfer or sell any of its intellectual property riglits uuder this
Agreeme��t Eor tl�e supply of commercial products and sarvices, The pat�tiesexpressly agree that Biotage, LLC
sl�all retain all rigl�t, titEe and interest in and to all intellectual property owned, coutrolled or developed by it
prior to and ducing Biotage, LLC's performanceunder this Agreement, including without limitation, the
intellectual property embodied in tl�eprodttcts, seivices, instrumentation, the software included in its products
and insh�umentation, and all docuinentation of Biotage, LLC that is useful for the operation of the products,
ii�strumei�tation or services provided hereunder (`Biotage, LLC"). The pat�ties acicnowledge and agree that
except as expressly stated in this Agreetne�tt tlte customer shall have tlte limited license to usa tl�e products
and/or services For its internai purposes only and no other (icenses or other rights in orrelating to the Biotage,
LLC or their use, oc under any patents a� other intellectua! propectycights owned, conh�olled, or otherwise
l�eld by either party or its affiliates aca gcanted to the otlierparty under this Agreement. L� the event, either
party wisl�es to transfer intellectual property rights, such transfer shall be only becotne effective through a
separate written license agreement between the pa��ties.
20. NCTWORIC ACC�SS
The City owi�s and operates a computing environment and uetworlc (collectively the"Networic"). If Seller
requires access, whether onsite or remote, to the City's networlc to provide services hereunder, and the Seller
is required to utilize tl�e Inter�iet, Intranet, email, City database, or other network application, Seller shall
separately execute theCity's Networlc Access Agreement prior to providing sucli services. A copy of the
City's standard Networlc Access Agreement can be pi•ovided upon request.
21. CANC�LLATION
Buyer shall have the riglit to cancel this contract immediately fo►• default on all or any pa��t of the undelivered
portion of this order if Seller breaches auy of the terms hereof, including wacranties of Sellea�. Such right of
cancellation is in addition to and not iu lieu of any other cemedies, which Buyer may have in law or equity.
22. T�RMINATION
Tl�e performance of wa•k or purchase of goods under this o�•der may be tarminated inwhola oc in pai�t by
Buyer, with or without cause, with tliirty (30) days' written "Notice of Terminatiou"_specifying the extent to
which perFormance of work or tlie goods to be purchased under the ordec is terminated and the date upon
wl�icl� sucl� terminationbecomes effective. Such right of termination is in addition to and not in lieu of any
other termination rights of Buyer as set foith l�erein.
23. ASSIGNM�NT/D�LCGATION
No iuterest, obligatioit or riglit of Sellec, including the right to reeeive payment, under this conh•act shall be
assigned or delegated to anotlier eutity without the express written consent of Buyer. Any attempted
assign�nent or delegation of Seller shall be wholly void and totally ineffective for all pwposes unless made in
conformity with tl�is paragraph, Prioc to Buyer giving its consent, Seller agrees t(lat Seller shall provida, at no
additional cost to Suyer, all documents, as detertnined by Buyer, that ace reasonable and necessaty to verify
Sellec's legal status and transfer of rights, interests, oc obligations to another entity. The documents that may
be requested iuclude, but aca not limited to, Acticles of Iueorporation and related amendments, Certificate of
Merger, IRS Form W-9 to verify tax identification number, etc. Buyer resei�ves the right to withhold ull
paymei�ts to any entity other than Seller, if Sel(ec is not in compliance with this provision. If Seller fails to
provide �iecessaiy information in accorda�ice with this section, Buyer shall not be liabl8 for any penalties, fees
or interest resulting thecefi�om.
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24, WAIV�R
No claim or right arising out of a bresclt of this coirtcact can ba discliarged in wl�ole or iu part by a waiver or
renunciation of the claim oc right unless tl�e waiver or renunciation is suppoi�ted by consideration in writing
attd is sig�ted by tl�e aggrieved party,
25, MODII'ICATI�NS
Tliis contract can be modified or rescitided ottly by � written agreement sigiied by botl� parties.
26, TH� AGR�CM�NT
I» tl�e absence of an otherwise negotiated contract, or unless stated otherwise, tl�e Agceement between Buyer
and Seller sl�all co�isist of tltese Standard Tecros and Conditions together with any attachments and exhibits.
Tl�is Agreemeut is inteuded by tlie pa��ties as a fina( expression of their agreeinent aiid is inte�ided also as a
complete and esclusive statement of the terms of tliei�� agceement. No cow•se 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 tl�is Agreement shall not be relevant to
determine fhe mea�iing of tl�is Agceement even though the accepting or acc�uiescing pacty has lcnowledge of
tl�e }�erformauce and oppoi�tunity for objection. Wlienever a tertn defined by the Uniform Commercinl Code
(UCC) is used intl�is Agceement, tha definition contained in the UCC shall contcol. In the event of aconflict
between the contract documei�ts, the order of precedettce shall be these Standard Terms and Conditions, and
tl�e Sellcr's Quote.
27. APPLICAI3L� LAWN�NU�
Both parties agree that venue for auy litigation arising fi•om this contract shall be in Fort Worth, Tarrant
County, Texas, This contract sl�all be governed, construed and enfocced undec the laws of the State of Texas,
28, IND�P�Nll�NT VCllTDORISI
Seller shall operate hereunder as an independent Vendoi•(s) and not as an officer, agent, servant or employee
of Buyer. Seller shall have exulusive conh•ol of, and the exclusive right to conh'ol, the details of its
operations hereu�ider, and all persons performing same, and shall be solely responsible for the acts and
oinissious 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 vendocs.
Nothing herein sliall be construed as creating a pactnership or joint entarprise between Buyer and Seller, its
officers, agents, employees, vendors and sub vendors.
29. LIABILITY AND IND�MNIFICATION
29.1 LIABILITY - S�LL�R SHALL B� LIABL� AND RESPONSIBL� FORANY AND ALL
PROP�RTY LOSS, PROP�RTY DAMAG� AND/ORP�RSONAL INJURY, INCLUDING
D�ATH, TO ANY AND ALLP�R50NS, OI' ANY I�iND OR CHARACTER, i�VHE'rH�R
R�AL OR ASS�RT�D, TO TH� �XT�NT CAUS�D BY TH� N�GLIG�NT ACT(S)OR
OMISSION(S), MALF�ASANC� OR INT�NTIONAL MISCONDUCT OF S�LL�R, ITS
OrFIC�RS, AG�NTS, S�RVANTS OR �MPLOY��S.
29.2 INll�MNIFICATION — S�LL�R I3�R�BY COV�NANTS AND AGR��S TO IND�MNIFY,
HOLD HARML�SS AND D�F�ND TH� CITY (ALSO R�TERR�D TO AS BUY�R), ITS
OI+rICI�RS, AG�NTS, S�RVANTS AND �MPLOY��S, FROM AND AGAINST ANY AND
ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACT�R, WH�THER R�AL OR
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ASS�RT�D, FOR EITH�R PROP�RTY DAMAG� OR LOSS (INCLUDING ll�ATH, TO
ANY AND ALL P�RSONS, AND DAMAG�S TOR CLAIM5 OT INT�LL�CTUAL
PROP�RTY INI+RiNGEM�NT, ARISING OUT OF OR IN CONN�CTION WITH TAIS
AGR��M�NT, TO TH� �XT�NT CAUS�D BY TH� ACTS OR OMISSIONS OF S�LL�R,
ITS OFrICI�RS, AG�NTS, SUBV�NDOR[S], S�RVANTS OR �MPLOY��S.
30. S�V�RABILITY
In case any one or moce of the provisions contained in this agreement shall for any reason, be held to be
invalid, illegel or unenforceable in any respect, sucl� invalidity, illegality or unenforceability shAll not affect
any other provision of this agreement, which agreement shall be construed as if sucl� invalid, illegal or
wienforceable provision had never been contained herein.
31, rISCAL rUNDING LINIITATION
L� the eveut no funds or insufficient funds are appropriated and budgeted in any fiscal period foc payments
due under this contcact, then Buyer will iminadiately notify Sellar of such occurrence and this contract shall
be terminated on the last day of the fiscal peciod for whicl� funds have been appropriated without penalty or
expense to Buyer of any kiud whatsoever, except to the portions of annusl paymeirts herein agreed upon for
wl�icl� funds shall have been appropriated and budgeted or are otherwise available,
32, NOTIC�S TO PARTI�S
Notices addressed to Buyec pursuant Yo the pcovisions hereof shall be coucfusivelydetermined to have been
delivered tl►ree (3) business days following the day sucl� notice is deposited in the United States mail, in n
sealed envelope with sufficient postage attached, addcessed to Purchasing Manager, City of Forl Worth,
Pucchasii�g 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 sucli notice is deposited in the
United Slates mail, in a sealed anvelope witli sufficieiit postaga attaclied, addressed to the address given by
Seller iu its respoitse to Buyec's invitation to proposals. Or if sent via express couriec or hand deliveiy, notice
is considered received upou delivety.
33, NON-DISCRIMINATION
This contcact is mada and entered into with refecettce speci�cally to Chapter 17, tai�ticle III, Division 3
("Employment Practicas"), of the City Code of ttte City of Fort Worth (1986), as amended, and Seller hereby
covenants and agrees tl�at Seller, its employees, officers, agents, vendors or sub vendors, have fully complied
with all provisions of same and that no einployee, pai�ticipant, applicant, Vendor(s)or sub Vei�da�(s)lias been
discriininated agaiust according to the ternts of sucfi Ordinance by Seller, its employees, officers, agents,
Vendor(s)or sub vendocs herein.
34, IMMIGRATION NATIONALITY ACT
City actively supports the Immigration & Nationality Act (INA) which includesprovisions addressing
employment eligibility, employment verification, and nondiscrimination. Vendoc shall verify the identity and
employtnent eligibility of alletnployees who perform wot9c under this Agcee�nent. Vendor shall complete the
Employmeiit Eligibility Verification Focm (1-9), maintain photocopies of all supporting employme�it
eligibility and ideutity docutnentation for all employees, and upon request, provide City with copies of alt I-9
focros and suppoi�ting eligibility documentation for each etnployee who performs worlc under this Agreeme►it,
Vendor shsll establish appropriate procedures end controls so that no saivices will be perfonned by any
employee who is not legally eligible to perfocro such se�vices. Vendor shall provide City witl� a certification
lettei� ttiat it has complied with the verification i•equicements i•equired by this AgreemenY. Vendor sl�all
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inderonify City fi•om a�iy penalties or liabilities due toviolations ofthis provision. City shall have the right to
immediately terminate thisAgreement for violations of this provision by Vendoi�.
35, H�ALTH, SAF�TY AND �NVIRONM�NTAL It�OUIREM�NTS
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 Ifcenses, permits, certi�cates, and inspections necessary to provlde 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 5eller.
36, RIGHT TO AUDIT
Seller ngrees thAt the Buyer, or Buyei•'s authorized rapresentative, shall, uiitil the expiration of three (3) years
after final payment under this contract, and at no additional cost to Buyer, have access to and the righc to
examine and coUy any directly pertinentbooks, computer dislcs, digita) files, docuinants, papers and records of
the Seller i�rvolvii�g transactions ce(ating to this contract, including any and all records maintained pursuant to
this A�reeinent, Seller agrees that the Buyer shall have access, during normal worlcing laours, to all necessaiy
Seller facilities, and shall be provided adeyuate andappa�opriata wocicspace, in order to conduct audits iu
compliance with thc provisions of this section,l3uyer shall pay Seller for reasonable costs of any copying in
accordaiice with the stAiidards set fortl� in the Texas Adminish•ative Code. The Buyer shall give Seller
reasonable advance written notice of intended audits, but no less than ten (10) business days.
37. DISABILTTY
Iu accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller wacrai�ts that
it a�id ai�y and all of its sub vendors will not unlawfully discriminate on the basis of disability in the provision
of services to genecal public, noi• in theavailability, tecros �nd/or conditions of employment foi• applicants for
employment witl�, or amployees of Sellar or a►iy of its sub vendocs. Seller warrants it will fully co►nply with
ADA's provisions and �ny other app(icable federal, state and local laws concerning disability and will defend,
indemnify and hold Buyer harmless against any claims orallegations asserted by third pat�ties or sub vendors
agai►�st Buyer arising out of Seller's and/or its sub vendor's alleged failure to comply with the above-
referenced laws concerning disability discri�nination in the performance of this agreament.
38. DISPUT� 1t�SOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question fo�� braach of duty, obligations,
services rendered or any warcanty that arises under this Agceement, the pai�ties shall first attempt to resolve
the matter through Niis dispute resolution pcocess, The disputing pa��ty shall notify the other party in writing
as soon as practicable afterdiscovering the elai►n, dispute, or breach. The notice shall state the nature of the
dispute aitd list tl�e party's specific reasotis for such dispute. Within tett (10) business days of receipt of the
notice, both parties shall make a good faith efPort, either tlu•ough email, mail, phone conference, in person
meetings, oc otl�er reasonable means to resolve any claim, dispute, bresch or othe�� matter in quastion that may
acise out of, or in connection with this Agreement. If the pa��ties fail to resolve the dispute within sixty (60)
days of tl�e date oF receipt of tlie notice of the dispute, tlian the parties may submit tlie matter to non� binditig
mediation upon written consent of authocized represetrtatives of both parties in accordance with the Indushy
Arbitcatiott Rules of the American Arbitration Association or other applicable rules goveruing mediation then
in effect. Tf the parties cannot resolve the dispute thcough mediation, tlten either pai•ty shal( have the rigl�t to
exercise any aild all remedies available under law regarding the dispute.
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39. PROHIBITION ON CONTRACTING WITH COMPANI�S THAT BOYCOTT ISRA�L
Seller acknowledges tliat in accordance with Cl�apter 2270 of the Texas Government Code, the City is
prohibited from entering into a contract with a compa��y for goods or services unless tlie contract contains a
written verification fi•om tl�e company that it; (1) does not boycott Israel; and (2) will not boycott Isi•ael during
ttte tenn of tlie contract, The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Sectiou 808.U01 of the Texas Government Code. By signing this contcact, Seller certifies that
Seller's signature provides writte�i verific;ation to the City tl�at Seller: (1) does not boycott Israel; and (2) will
not boycott Iscael duriug the term of the contract.
40. INSURANC� It�OUIR�M�NTS
40.1 Seller shall assume all risk and liability for accidents and damages that may occur to persons or
�ropecty dtn•iug the pcosecution of worlc under this Agreement, Se(ler sl�all file witli tl�e City of Fort
Worth Purchasing Division, prior to thecomm�ncement of services, a carti�cate of insurance
documenting the following renuiced insw•ance witl�in �ve (5) cale�idar days of notification.
40.2 Policies sliall have no exclusions t�y eudorsements wliich nullify tl�e requiced lines of coverage, nor
decrea�e the limits of said coverage unless such endorsements are approved by the City, In the event a
co��trEict has been bid or executed And tlia axclusions are determined to be unacceptable or the City
desires additional insurance cove��age, And the City desices tl�e Vendor to obtain such coverage, the
contract price shall be adjusted Uy the cost of tl�e pcemium for such additional coverage plus 10%.
40,2.1 Statuto�y Worlcers' Co�npansation Lisurance and Employer's Liability Insurance at the
following limits;
$100,000 Eacl� Accident
$500,000 Disease — Policy limit
$100,000 DiseAse — Ceclt Employee This coverage may be written as follows:
Worlcers' Compensation and Bmployers' Liability coverage with limits consistent with
statutoiy beneflts outliued in the Texas Workers' Compensation Act (Ai�t. 8308 —1.01 et seq.
Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of
$100,000 eacli accidendoccurre»ce,
$500,000 bodily inju�y disease policy litnit and
$100,000 per disease per employee,
40.2.2 Commercial General Liability Insurance including Explosion, Collapse, and
Undecground Coverage shall be pcovided as follows:
$1,000,000 Each Occurrence
$2,OOO,Q00 Annual Aggregate
Coverage shall include but not be Iimited to tha following: premises/operations, independent
vendocs, products/completed oparations, parsonal inju�y, and contractual liability, Insurai�ce
shall be provided on an occurrence Uasis, and as compcehensive as tl�e cucrent Insurance
Seiwices Office (ISO) policy,
40.2,3 Auto Liability Insuranae shall be provided as follows;
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$1,000,000 Combined Single Limit Eacl� Accident
A commercial business policy shall provide coverage on "Any Auto", defined as autos owned,
hired and non-owned.
�0.2.4 The Contractor shall fiu�nish tl�e Purchasing Mauager, with a certificate of insurance
documenting the required insurance pcioc to tl�e commencement of seivicas.
40.2.5 Policies shall be endocsed to provide the City of Foi�t Woctli a thi►�ty- (30) day notice of
caucellation, material cliange in coverage, or nou-renewal of coverage,
40.2.6 Applicable policies shall also be endorsed to name the City of Fort Worth as nn additional
insured, as its interests may appear (ATIMA).
40.3 ADDITIONAL INSURANCE REQUIREMENTS
40.3,1 Tlie City, its officers, employees and se��vants shall be endorsed as au additional insui�ed on
Vendor's insueauce policies excepting employei•'s liability insurance coverage undei• Contractor's
worlcers' compensation insucance po(icy.
40.3.2 Certificates of insurance satisfactory to the City and Wocker's Compens�tion Affiduvit must be
received before Vendor can begin worlc. Failure to supply and maintain such insurance shall be a
breacl� of coutract. Coiitractor sl�all provide complete copies of all insurance policies required by
tl�is Agreement. Cei�ti�cates of insurance must be supplied to:
rinaucial Management Seivices Depai•iment
Attention; Purchasing Division
200 Texas Streat (Lower Level)
Fort Wo��tt�, Texas 76102
40.3.3 Any failuce on part of the City to request cequired insurance documentation shall not constitute a
waiver oPtl�e insurance requtremeuts specified herein. Eac}t insu�•ance policy shall be endorsed to
pcovide the City a minimum 30 days' notice of cancellation, non- renewal, and/oc material change in
policy terms or eoverage. A teu (10) day notice shall be acceptable in the event of non-payment of
premiuut.
40.3.4 I�isurers must be autl�orized to do business in the State of Texas and have a curi•ent A.M. Best
rating of A: VII or equivalent measure of financial strength and solvency. Deductible limits, or self-
funded reteiition liinits, on each policy must not exceed $10,000.00 pec occucrenca unless otherwise
approved by tlie City.
40.3.5 Other t(�an worlcer's compet�sation insucance, iu lieu of traditiottal insucance, City may considec
alternative coverage or yislc treatmentmeasures through insurauce pools oc risk retention groups. The
City must approve itt writing any alternative coverage.
40,3,6 Workers' compensation insurance policy(s) covering employees of the Vendor shall be endocsed
witl� a waiver of subrogation providin� rights of recovery in favoc of the City.
40.3,7 City shall nat be responsible for the direot payment of insurance premium costs fa• Vendo�'s
insurance.
40.3,8 Vendor's insw•ance policias shall oach be endorsed to provide that such insurance is prima�y
proteciion and any salf-funded or commeccialcoverage maintained by City shall not be called upon
to contribute to loss recove�y,
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40.3.9 While tliis ngreement is in effect, Vendor shall report, in a timely manner, to the Purchasing
Depactment any la�own loss occurrence that could give rise to a liability claim or lawsuit or which
could result in a property loss,
40.3. ] 0 Vendor's liability shall not be li�nited to the specified amouiits of insurance required herein,
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�xl�ibit B— CO1VrLIC'I' OI' INT�R�ST QU�STIONPIAIit�
I'ursu��nt [o Ch��pter 17G oP lhe Local Govcrnmc»t Code, �ny person or �gent oi' n person tvho contracts or
seel<s to coiilracl for (he stile or ptn'chaise oP ��roperly, goods, or services �vitli a local �;overnmeut�l entity (i.e.
'I'he Cily of f�orl Wor(h) nuisl disclose in the Ques(ionn�ire i'orm CIQ ("Questionnaice") the perso��'s affili��tion
OP �)USIIlCS5 rel�lionship ll�at mibht causc e conflicl o{' inlerest rvith the loc��l government��l entity. By In�v,
the Qucstionnairc iuust be rlecl will� the Fort Worth City Secret�ry uo later than seven d�ys aftcr thc date the
peison begins conlract discussions or negotiations �vith the City, or submits aii application or response lo ti
rcquest for propos�ils or bids, corresponclence, or anolher wriling rel�ted to a potenti�l agreemei�t �vith the
City. Upd��ted Questionnaires must bc tiled iu conforin�nce with Cht�pter 17C>,
/1 copy of lhe Questionnaire Form CIQ is enclosed 4vith tl�c stibmittal documcnts. The form is also �vail��ble
at l�ttp•//wiv�v ethics �tate tx.us/1'ornts/CIO.usll.
[f you have nny questions �boirt compli�ii�ce, ple��se consull yotu• own legal cotuisel. Compliance is the
individu��l responsibility of e�ch person ar agent of �i person �vho issu�ject to lhe filing requircmenl, An
of'Fcnse under Cht�pter 17G is � ClF�ss C miscleme,�nor.
NOT�: If you .�re not s�w�re of a Conflict of Iuterest in �uy Uusiness rel�tiousl�ip t1�1t yoi� might I�ave
�vitl� tlic Cil,y, sf�tc Ve�iclor u:imc in thc # 1, use N/A, ii� et�ch of the ares�s ou the form. Howeve��, :�
sigu.�hu•e is required in tl�c #4 box in all cnses.
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CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing bus(ness wlth local governmenta! entily
� This questlonnalre rallecls r.h�nges waUe lo Ihe Itm 6y H.D. 2�, 1141h Leg., Regular 3asslon.
Tliis questionnaire is being flled in accord�nce wilh Chopter 176, Local Government Code,
by a vendorwho has a business relc�tlonship as delined by Section 176.001(1-a) wilh a local
governniental entity and the vendor meets requlrentenis under Sectlon 176.006(a}.
By law lhis queslionnaire must be flled with thn records adminlstrator of the local qovernmental
Qntiry nol latei lh�n the 7th business day after 1he date Ihe vendor becornes aware aF facts
lhal+'aquire the slatemenl to be fited. SeeSec[ion 176A06(a-1), Locol Government Code.
A vendor commil9 an offensa if Ihe vendor knowinflly vlolates Secllon 176.006, Local
Goveinment Code. An o(ianse under Ihis section Is a misdemaanor,
- - - --_ _ __-- - -
J Name ol vendorwho has � business relallohshlp wlth local yovarnmantal entlry.
Biotage LLC
�-cliecKinls dox 1� you �reiliin j �n upuale (b a pmvlw�sly Illed queslio�nalre.
FORM CIQ
OFFICE USE ONLY
Oafe Re;.aNud
(The IAw requirsa Ihat you file nn updeled complvtod queclionnaire with Ihe appropiiale flling authorlly not
later than lha 7th buslnass dey after �ho data on which you became aware that ihe origlnally 111ed yuestfonnaire wes
incomplele or inaccur�te.)
Name ol loc�l govefnm�nt oHlcer apout whom the In(ormaUon In this secllon Is beU�� Ulsclosed.
N/A
Name of Otlicer
This SNC;IIUfI (Ilem 3 inr.luding sub��aiL; A, B, C, & p) musl Ue aornplotnd (or eech olHr.ar wilh whom �he vendor has aii
employmenl or olber business �oLdionuhip as dallned by Sacllon 1711.00111-a), Local Cuvmnmenl Code. Allacli addltioned
pages to this Form CIC] as necessary_
A. Is Ihe locel govarnment afficer named In Ihis sacNan receiving or lil<ely lo receive tcixable fncome, other ihan invaatmenf
income, from the vandor?
I._, I Yas � No
B. le lhe vendar recefving or Ilkely to recaive le�cable income, other lhen inveslmenl Income, from or at Ihe direolion o( the loca�
governmant oflice� named in lhis secllon AND the laxable income is no[ �eceived hom Ihe Ipcal povernmenlal enlity'7
�IYes �1No
C. Is Ihe fi�er o( this questionnefre employed by a corporadon or olhar husiness enlity vrith respect 10 whlch Ihe local
governmenl ofticer serves as an oHioer or direclor, or holds en ownsrship intereet of ono peicont or more7
n Yes n No
D. Describe eacn employment or 6usiness and famlly relaUonship with lhe loc�l government officer nemed In fhi� seclion.
N/A
`� h'� v�
- - _��- ----
SfpnaNie ol ventlor doing buslnr. . �Ilh lhe govemmen[al entlty
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�XI�IBIT C — V�NDOR CONTACT INP'ORMATION
Vendor's Name: Bfotage, LLC
i
� Vendor's Address: 10430 Harrfs Oaks Bivd. Suite C, Charlotte, NC 28269
' Phone, 704-654-4900 �'a�'� 434-298-8217
i
� Email: ordermailbox@biotage.com
Name of person (s) to conlact wlier► �lacii�g ao order or invoice questions:
Name/Title: Customer 5ervice
Phone: 704-654-4900 Fax:
E�na��' ordermailbox@6iotage.com
Naine/Title:
Phonc:
Email:
Natne/Tille;
Phone;
E�nail:
FaY:
FaY;
Clarlssa Hennegan
Signature Printed Name
Accounts Recelvable
7a4-654-4900
usaccounts.receivable@biotage.com
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434-296-8217
�� ul�
Date
01.23.19 pes
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SS No,;
I3iotage LI,C
10�i30 Hs�rris Oalcs Blvd, Suitc C
Cluirlotte, NC 28zG9
rXHIB1T D
V�RII'ICATION OI' SIGNATUIt� AUTHORITY
Vencloc hereby agrees to provide City with independent audit basic financial statements, but also the fair
presenlation ot'tlie financial stutements of individua( funds.
Execution of this Siguattu�e VeriiicAtiou I'orm ("Form") hereby cei�tifies that tlie following individuals and/or
positions ltave the authority to legally Uind Veitdor and ko execute any agreemeut, amendment or cliange ocder on
behalf of Vendor. City is Fiilty entitled to cely oti the warranty and repcesentation set foi�th in this Form in
enterit�g into any agreement or amendmeiit with Veiidor, Vendor will submit an updated I'orm within teii
(10) business days if tl�ere are any changes to the signato!•y authority. City is entitled to ►•ely on any curre�it
executed Form unti I it receives a revised Form thflt has been pcopei•ly executed by Vendoi•,
I. Natne:
Position;
signat�u�e:
2. Nnme:
Position:
Signature:
L�.L.� � 1 �.I �/.
r___�•� y y� �. = .� .�
/ . � :a . ��
�
�A-� ;'.'s Li� �/�
Signature at' PresidendCEO/Managing Partner
�r�� 1�Cw�
Title
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EXHIBIT E
SPECIFICATIONS FOR BIOTAGE CONSUMABLES, SUPPI.IES 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 fhe 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 cou�d have been
encompassed in this Agreement, and that are not already on the
Agreement, may be added.
2.0 APPLICABL,E REQUIREMEN7S
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 BiotagelHorizon 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 speciflcations are not intended to indicate the only
items to be ordered.
2.5 The Central Laboratory will have a need to order items not Iisted 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: thls does not encompass the complele Ilst as it will vary depending on tha regulatory test method
Part Number
47-2346-13
40-705-HT
FFP-47-HT
FFP-90-HT
Description
Atlantic C18 Disk, 47mm
DryDisk, 65mm
Pre-filter, 47mm
Pacific Pre-filter, 90mm
1664-100-PHT
50-002-a2-HT
03-1588-04
50-0914
47-2346-11
FFAP-100-HS1
FFAP-100-HS5
49-2620-01
Replacement and repair parts for:
Pacific Premium Disk
Aluminum Pans, O&G
Concentrator Vessel
DryDisk Assembly
Atlantic 8270 One Pass Disk, 47mm
Atlantic Pre-fiiter, 90mm, Fine 1,Oum
Atlantic Pre-filter, 90mm, Coarse S.Oum
One-Pass Carbon Cartridge Max Detect
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-DEXB 5000 Automated Extractor System
EnvisionT"' Platform Controller
XcelVapO ConcentrationlEvaporation System
SmartPrep�7 Extractor
DryVap� Concentrator System
ReclaimerT"' SRS Recovery
Speed-VapT"' III �vaporator System
Speed-Vap� IV Evaporator System
Solvent TrapTM Recovery System
PacificTM O&G Disks
Pacific'"' Fast Flow Pre-Filters Pacific
PremiumT"' O&G Disks
Pacific PremiumT"' Fast Flow Pre-Filters
AtlanticTM SPE Disk
AtlanticTM Fast Flow Pre-Filters Carbon
Max-DTMCartridges
�
EXHIBIT F
FORT V�ORTH
��
CITY QF FORT WORThI
CHAPT�R 252 �XEMPTION FORM
This form must be providecl wlien requestinc� to mal<e a I�urchase over :650,OOU without followin.cipublic
biddinc� i�cquiremcnts.
Instructions: Fill out the entire form with detailecl information. Onc� you have comploted this form,
provide it to the Purchasing attorney for review. The attorn�y will review thc information you have
provided and determine whether usin� an exemption to Chapter 252's biding requirements would be
defensible. If you are printing this form to provide to �.egal, please do not provide the Primer portion.
(=ailure to provide sufficient information may r�sult in follow up qu�stions and caus� a delay in the
attorney's det�rmination.
Section 1: General Information
Requestin� Deparhi�ent:
Name of Contract Manager:
DepartmenYs Attorney:
Item or Sei�vice sought:
Vendoi':
Cui�rent Agreement for item/service
CSC�t:
I�ecamm�nded by [print name]:
Departm�nt Director
Signature;
Telephone Number:
Date:
Strategic Operations: Centi'al Wat�r Lab
Patricia St�
Matt Murra
Biotage Consumables
Biotaae LLC
❑ Yes � No
Chris Hai�der•
Water Diroctor �
e� �-�
17] 392-5020
o�— / � � /2019
How will this item or service be used:
Biotage s�ecific consumables are required in order to support various projects for EPA 608 [Pesticides],
Storm Water, Wastewater and Industry Water as part of the Pi�eti�eatment Service Divisions "al<a PSD"
and 7PW Storm W�ter related to tiie TCEG� Village Creel< Perinit. Testing Methods; 608, 625, 1657,
16G4, Caffeine Screen and Atrazine. [3iotage consumables must be utifized in order to prevent voidance
of th� manufactur�r's warranty,
Page 1 of 3
Section 2: Cxemption .lustification
Ple�sc iiidicate which exemption you believe applies to the purchas� and provide information to
support its applicability. Pleas� refer to the Cxemption Prim�r for detail�d information about common
exemptions,
� � proc�u�ement made because of � public calamity that requir�s the immecliate �ppropriation of
money to reli�ve tl�e necessity of thc municipality's residents or to pi'escive the pi'operty of th�
municipality;
Q � proc�u��ment necess�i�y to preserve or protecl the ��ublic he�lth or safety of the municipality's
r�siclents;
L7 a proc�u�ement necessary because of unforeseen dainage to public machinery, equipment, or other
pro��eity,
❑ a procui�ement foi� personal, pt�ofessional, or planning services;
❑� proc�u'ement for woi�l< that is performed and naid for by the day as the worlc progresses;
0 � p�n�chase of land or a right-of-way;
CI a procurement of items that ar� av�ilable fi�om only one sourc�, including:
9 � purcliase of r�re bool<s, papei�s, and other library materials foi� a public library;
Cl p�vin� clraina�e, str�et widenin�, and othei' puhlic improvements, or rclated matters, if at least one-
thircl of the cost is to be paid by oi� through special assessments levied on property that will benefit
from the improvements;
❑ a public improvement project, already in progress, authorizec) by ti�e voters of the m�u�icipality, for
which there is a deficiency of funds for completin� the project in accordance with th� plans and
p�n�poses authorized by the voters;
❑ a payment �mder a contract by wl�ich a developer particinatos in th� construction of a public
improvei�n�nt as provided by Subchapter C, Chaptei• 21?_;
❑ Personal property solcl:
n. �t an auction by a state licensed auctioneer;
f3. at a going out of business sale lield in compliance with Subchapter F, Chapter 17, Rusiness
& Coinm�rce Code;
C, by a political subdivision of this state, a state agency of this st�te, or an entity of th� federal
governinent; or
D. uncler an interlocal contract for coopei�ativ� purchasiny administerecl by a region�l planning
cominission established �mder Chapter 391;
❑ services peiformed by blind or severely disabled p�rsons;
❑ goods purchased by a munici�ality for subsequent retail sale by the m�micipality;
0 el�ctricity; or
❑ aclveitising, othei� than legal notices
Please provide details and facts to explain why you believe the exemption applies to the purchase.
You may also attacli documentation to this form,
Supporting documentation is attached.
f3iotage/I-lorizon Technology is tlie original equipment manufacturer and sole source provider of the
Cxtractor Modules System that is compliant with EPA inethod protocols and r�quirements. The
intellectual properties of Biotage/Horizon Technology includes various copyright, trademarlc and patents
for the referenc�d equipment. Product is available through two disti•ibutors at an astronomical cost to the
City of Fort Worth.
Page 2 of 3
Section 3; Attori�oy Detorrnination
With tf7e facts providocl by the department, is the use of tho claimod axemptio�� dofensible If tho City
wero to bc ch�llenged on this purchaso? I�os CINo
Was thcre �nything not included on this form or attachod heroto that was relied on in malcinc� this
dotormination? ❑Yos �d"No
If yes, please explain:
Approveci By: Assistant City Attornoy I %�✓��L¢.�rr ���-�-�t
Matt t urray
D�te: II-I8-2019
Page 3 of 3
EXHIBIT G
Biotage
Cuslcmier Informalion
n��o���,i ri��»e Cily ol Forl Woilh - Villa{ie Qnelt WW'I'P
Ship To 2G0O S[ Loop tl'LO
Poil Woiih, Tc:xas 7G140
Unilecl Slales
G�uole Informalion
Canlacl Name Johnny 51<ellon
Phone (iS'17) 3�12-5�J1(i
[mail johnny.sl�ellon r�forlworlhlexas.qov
(�uole Name City o( Furl Woiih - Consumable , 2U I J-2020 - Prepared By Jusline aelmonl
�Z`��� Email jusline.l�elmonl a biola�e.com
Quole Number 12�10� Paymenl Terms Mel 30 days
Crealed Dale I IPIG/20IJ 5hippin� Prepaid t� Add
�xpiralion Dale 12/31/2020 FOB Terms Ori�in
Quote Line Items
A U-705-1-IT
16G4-�100-PFIT
4�-2U2O•01
A 7-734 f -1 �i
A7-23�IG-13
�I=P-47-HT
1=f=P-�JO-HT
FFAP-100-IiSi
FFAP-100-IiSS
03-'15(3[i-0�I
50-OJ94
50-002-02-HT
1.00
I .00
9 ,00
1,00
1.00
1.00
1.00
1.00
1.00
1.00 ,
I.UO
I.00
DryDisl<<� G5 mm (50/pl<)
Pacilfc� Premlum Oil � Grease Dislc, �JO mm
One-Pass Carbon Carlridge Max Delecl
, AUenlicn 0270 One Pess Disks, 47 mm
Allanlic�� Hi,yh Capacily C10 Dislcs, d7 mm
Pacilic0 O&G 1=asl Flow Pre-Filler, 47 mm
Pacilic0 O&G Fasl f-low Pre-Filler, �JO mm
AllanlicB Fasl Flow Pre-Filler, �JO mm, Ffne 1,0 Nm
AUanUc �O Fasl Flow Pre-Fliler, �JO mm, Coarse G.0 �nn
200 mL EvaporaUon Tube O.�J mL 7ip, DryVap�
DryDisl<CN Assembly G5 mm Complele
OII � Grease Aluminium Wei�hing Pans, �05 mm, �2G mL
Sublolal
Tolal Discounl
Tolal
USD 223.00
USD 525.00
USD '173.00
USD 30G.00
USD 255.00
USD �6,00
USD 134.00
USD �J1.00
USD 122.00
USD �J1.00
USD 100.00
USD 30.00
USD 20U.00
USD 300.00
USD 164,35
USD 3GG.70
USD 237.50
USD 30.00
USD f0.00
USD OG.45
USD 115.4D
USD OG.A5
USD 163.00
USD 35, IG I
USD 200,00
USD 300.00
USD 1G4.35
USD 3G�,70
USD 237.50
USD 30.OU
USD G0.00
USD (SG.45
USD 11G.40
USD 06 �IG
USD 1G3.U0
USD 35.'Ifi
USD 1,053.01
USD 0.0O
USD 1,053A1
Terms and Condilions
Unloss Dlol<iq� has onlorod inlo a e�paratc� wrillen e�rec�m�nl wllh you for Ihe supply of goods and services, acceplance of Ihis quolo implles
yotn acceplancc� of Ih� Diola�c�'s Terms �nd Condillons of Sales (see
L111u1I1�LLt�]«4ulUl4isilureldownloadlbiotagc tcrm� and condllions 1 iuly 2017 aul�lts:;is.�s11)•
Biola�e
10430 Hanis Oal<s Bivd., Sullo C
Charlofle, NC 2U269 USA
Tc�l: 000-44G-d752 Pax: �134-29G-0217
Submil Orders To: arderm�llbox n blolac�e.com
Piease refer lo quotalion numbor on all orders, inquiries ancJ corrospondence.
EXHIBIT H
Biotage
November 15, 2D19
Patricia Stanley
Cily oF Fort Worth Water and Wastewater Central Laboratory
2G00 SE Loop B20
Port Worth, TX 76140
Dear Patty,
This letter is to ��rovide nofification that Biota�e - Horizon Technology Inc, is the original equipmont
Manufacl�n�er and lhe sole providei� of product listod below, Horizon Technolo�y Inc. is the sole provider of various
consumables, accessories, and service componenls, and repair for Ihis producl.
SPE-DEX� 1000XL. /�utomated �xh•actor System
SPE-DCX4 3000XL Automafed Extractor System
SPE-DEXD 3100 Automated Extractoi• System
SPE-DEX��1790 Automated ExtractorSyste►n
SPE-DEX05000 Automated Cxtractoi• Systern
EnvisionT^' Piatform Controller
Xc�IVapU ConcentrationlEvaporation System
SmartPrep� Extractor
DiyVap� Concenhator System
Reclaimer"" SRS Recovery
Speed-VapT��' III Evaporator System
Speed-VapO IV [vaporator System
Solvent Trap'"' Recovery 5ystem
PacificT"' O&G Dislcs
PacificT^' Fast Flow Pre-Filteis
Pacific PremiurnT��' O&G Dislcs
Pacific PremiumT"' Fast Flow Pre-Filters
Atlantic'��' SPE Dislc
AtlaiiticT"' �ast �low Pre•Filters
Carbon Max-DT'^Cartriciges
The intellectual properlies of Horizon Technology Inc, include various copyright,
Trademarl� and patents for these products.
Sincerely,
J
� ��4t�r.;�(-_ _�>,r
- - -i. !;-rHl�• i���-�
Justine Belmont
Sales Administrator
10A30 Harris Oalcs dlvd., Suite C,, Charlotte, NC 2II269 USA
r " �
Cl'�'l' OT I'ORT WOR'I'H:
By
Date:
, ��-� � � 1,
, �� �
Name; Dana Bu►•gl�do�f;��'
'1'itle: Assisha+it City M<inager
I `
�- r �-: 1r,
� (
APP1tOVAL R�CaMMI;NDrD:
13y: � �
Nnnte; Chris Harder
Title: W�tor Director
ATTrS`I':
�
� �� ���
By; � �
� ame: M�ry I �y r
Title: City Secretaiy
S�LL�R:
CONTRACT COMPLiANCP MANAG�R:
By signing I�icicnowled�c that I�ui the pecso�i
responsible for the monitoring and administrntion
of this contract, including ensurin 7 all
pei'fO1'lllilll •�t d reporking re i' �i eut ,
- � �
By, i
Name; YaU•icia E Stauley
Title; Managemeut Analyst II �i"
AI'�'ROV�D AS 'I'O I� ORM AND L�GALITY;
�
Nk+i�e�'Christa R,
Title; Senior A�
CONTRACT AUTHORIZATION:
M&C: N/A
�?s�rm.1295:
;z`���T� _ ��T ._,__-� i
�^LT��, ., �,t����`,
�Y' , �� ' . �'�`!t
�Y • j �� s i
�
� �� k.
i 5 �
� v'
/
?*a,• ��r....ry�.. .�
:,•: d�,j��� ? -`'
lliurnge LLC. ATT�ST:
BY � 1�Q,c1�Vt�� rn.�2{�.
Name: Clarissa Hennegau �/
Title: Dicector of I3usiness Intelligence and 1T
D��t�; 1i./�Z; � a --
Solc Sourcc Pin•ch�sc Vendor nsrecroont
Biotagc LLC.
By:
Name:
Title:
Atlorn�y
�_��r���:�C.� E��i��(;��.G�i
i �,��'� ���������� �
i i��'o ���'��, ��