HomeMy WebLinkAboutContract 56837 DocuSign Envelope ID:7471313B9-3B82-4AB8-9F88-CD64AC1763EO
CSC No.56837
FORT
SOLE SOURCE AGREEMENT
908 Devices Inc.
This SOLE SOURCE AGREEMENT ("Agreement") is made and entered into by and between
the CITY OF FORT WORTH("City"), a Texas home rule municipal corporation,acting by and through
its duly authorized Assistant City Manager,and 908 Devices Inc. ("Vendor"), an C-Corporation and acting
by and through its duly authorized representative,each individually referred to as a"party"and collectively
referred to as the "parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A— Scope of Services or Goods;
3. Exhibit B—Price Schedule;
4. Exhibit C— Sole Source Exemption
5. Exhibit D—Verification of Signature Authority Form.
6. Exhibit E— Conflict of Interest Questionnaire.
Exhibits A, B, C, D, and E which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes.In the event of any conflict between the terms and conditions of Exhibits A,B,
C, D, or E and the terms and conditions set forth in the body of this Agreement, the terms and conditions
of this Agreement shall control.
1. Scope of Services.Three(3)year extension of Warranty and Support for MX908 mass
spectrometer at end of first or second year.Includes software and target list updates, 24/7 technical
support, and product warranty.("Services"),which are set forth in more detail in Exhibit"A," attached
hereto and incorporated herein for all purposes.
2. Term. This Agreement begins on 12/1/2021 ("Effective Date")and expires on 11/30/2024
("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City
will have the option,in its sole discretion,to renew this Agreement under the same terms and conditions.
3. Compensation. City will pay Vendor in accordance with the provisions of this Agreement,
including Exhibit `B," which is attached hereto and incorporated herein for all purposes. Total
compensation under this Agreement will not exceed Nineteen thousand and Five-Hundred Dollars($19,
500.00 per year.Vendor will not perform any additional services or bill for expenses incurred for City not
specified by this Agreement unless City requests and approves in writing the additional costs for such
services. City will not be liable for any additional expenses of Vendor not specified by this Agreement
unless City first approves such expenses in writing.
4. Termination. OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever,except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information.Vendor,for itself and its officers,agents and employees,
agrees that it will treat all information provided to it by City ("City Information") as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access.Vendor must store and maintain City Information in a secure
manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Vendor must notify City immediately if the security or integrity of any
City Information has been compromised or is believed to have been compromised,in which event,
Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in
identifying what information has been accessed by unauthorized means and will fully cooperate
with City to protect such City Information from further unauthorized disclosure.
6. Right to Audit. Vendor agrees that City will,until the expiration of three (3)years after
final payment under this Agreement,or the final conclusion of any audit commenced during the said three
years,have access to and the right to examine at reasonable times any directly pertinent books,documents,
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papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City,its officers,agents,servants and employees,and Vendor,its officers,agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City.Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself,and any of its officers,agents, servants,employees,contractors,or contractors.
8. Liability and Indemnification.
8.1 LIABILITY- VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, 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
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS,SERVANTSAND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS
OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED,FOR
EITHER PROPERTYDAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS,
AGENTS,SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION - Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City's use of the software and/or documentation in accordance with this
Agreement,it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will 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;
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however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will 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,Vendor will fully participate and cooperate
with City in defense of such claim or action.City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not
eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or
documentation 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,Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible,and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or (d)if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract,the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with cer ificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
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$1,000,000- Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. "Any
vehicle"will be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the Services are being performed
Employers' liability
$100,000- Bodily Injury by accident;each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000- Bodily Injury by disease;policy limit
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees,officers,officials,agents,and volunteers in respect to
the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation
(Right of Recovery)in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days' notice will be
acceptable in the event of non-payment of premium.Notice must be sent to the
Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas.All insurers must have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required,written approval of Risk Management is required.
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(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances,rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances,rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors,subcontractors,and successors in interest,as part of the consideration herein,agrees that in the
performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission,or(3)received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
To CITY: To VENDOR:
City of Fort Worth 908 Devices Inc.
Attn: Assistant City Manager 645 Summer Street
200 Texas Street Suite 201
Fort Worth,TX 76102-6314 Boston,MA 02210
Facsimile: (817) 392-8654 Facsimile: 857-254-1500
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
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15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law/Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action,whether real or asserted,at law or in equity,is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems;restraints or prohibitions by any court,board,department,commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only,will not be deemed a part of this Agreement,and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or Exhibits A,B,and C.
22. Amendments/Modifications/Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will,for all purposes,be deemed an original,but all such counterparts will together constitute
one and the same instrument.
24. Warranty of Services. Vendor warrants that its services will be of a high quality and
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conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30)days from the date that the services are completed. In such event, at Vendor's
option, Vendor will either(a)use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services.VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES,LIABILITIES,OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS.City,upon written notice to Vendor,will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Ownership of Work Product. City will be the sole and exclusive owner of all reports,
work papers,procedures,guides, and documentation that are created,published, displayed,or produced in
conjunction with the services provided under this Agreement(collectively, "Work Product"). Further,City
will be the sole and exclusive owner of all copyright,patent, trademark,trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first).Each copyrightable aspect of the Work Product will be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product,or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright
Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right,title and interest in
and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim,lien for balance due,or rights of retention thereto on the part of City.
27. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order,resolution,ordinance or other authorization of the entity. This
Agreement and any amendment hereto,may be executed by any authorized representative of Vendor.Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Company Name or Ownership. Vendor must notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records.The president of Vendor or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
29. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 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
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not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"
and "company"has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement,Vendor certifies that Vendor's signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2)will not boycott Israel during the term of
the Agreement.
30. Prohibition on Boycotting Enerev Companies. Vendor acknowledges that, in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S.,
S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of
$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10
or more full-time employees unless the contract contains a written verification from the company that it:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the
contract. The terms "boycott energy company" and"company"have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1) does not boycott energy companies; and(2)will not boycott energy companies during the term of this
Agreement.
31. Prohibition on Discrimination Against Firearm and Ammunition Industries.Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added
by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1,the City is prohibited from entering into a contract for goods or
services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity"
and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274
of the Government Code is applicable to this Agreement,by signing this Agreement, Vendor certifies that
Vendor's signature provides written verification to the City that Vendor:(1)does not have a practice,policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will
not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
32. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
33. Entirety of Agreement. This Agreement,including all attachments and exhibits,contains
the entire understanding and agreement between City and Vendor,their assigns and successors in interest,
as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby
declared null and void to the extent in conflict with any provision of this Agreement.
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
9 , responsible for the monitoring and administration of
By.
Valerie Washington(Dec 9,202111:56 CST) this contract,including ensuring all performance and
reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: Dec 9, 2021 ,20 By: Mark Rau sc^ne (Dec 9,202108:46 CST)
Name: Mark Rauscher
APPROVAL RECOMMENDED: Title: Fire Assistant Director
APPROVED AS TO FORM AND LEGALITY:
By: J s Davis(Dec 9,202109:10 CST)
Name: Jim Davis
Title: Fire Chief
By: �ja"'
Name: Christopher Austria
ATTEST: Title: Assistant City Attorney
r CONTRACT AUTHORIZATION:
7Gl`I`IG��G c1 6xwalG M&C: N/A
BY: Jannette S.Goodall(Dec 9,202113:21 CST) Form 1295•N/A
Name: Jannette Goodall o��40R
Title: City Secretary O�°F°°°°�°*41-
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VENDOR: a�4 nEXASoAp
908 Devices Inc.
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cuSigned by: ''rr
By: �. ai fl& (U
Name: Joseph Griffith
Title: Chief Financial Officer
Date: 12/8/2021
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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EXHIBIT A
SCOPE OF SERVICES
This service is needed for an extension of Warranty for a previously purchased equipment.This extension
of Warranty and Support for MX 908 handheld mass spectrometer will include software and target list
updates,24/7 technical support and product warranty.
Sole Source Agreement Page 11 of 23
DocuSign Envelope ID:7471313B9-3B82-4AB8-9F88-CD64AC1763EO
EXHIBIT B
PAYMENT SCHEDULE
908devices
645 Summer Street,2nd Floor
Boston,MA 02210
Prepared By Kathy Peck Created Dale 1111M021
Email kpark@908deviceacern Ouote Number 909062DD
Expiration Date 103112021
Customer
Content Name Matt O[ey
Phone (817)m-6589
Email joseph.otey@"worthtexas.gov
Bill To Name Fort Worth Fire Department Ship To Name Fat Worth Fire Department
Bill To 1000 Cherry St. Ship To Fort Worth,TX
Fort Worth,TX 76102 UNITED STATES
UNITED STATES
DescriptionProduct
code Pruduct
Price Quani Total i
i WSE3, Three(3)year extension of Warranty and Support for MX908 handheld mass
900-00503 MX86B"spel$'Ometer at and of first o,secord year.Includes software and target list updates, $19,500.00 i 1.00 $19,60C.Co
2417 technical support,and product warranty.
Grand Total $ig,500.00
US Dollars
Notes MX908 Warranty&Support renewal will apply to
Win 506.
Delivery,Banking&Payment Information -
. .. ..
DELIVERY:c90 Days ARO CAGE 6l
PAYMENT TERMS:NET 30 Days DUNS 076437853
SHIPPING 7ERMS:FOR Origin.Freight Prepaid Tax19 45-4524096
Banking—Payment Information
To Pay By ACHIl
Signature Bank
565 Fifth Avenue,i Ficcr
New York,NY 10017
Swil lC:SIGN US33
For Credit of 908 Devtees Inc.,
Routing:026Of3576 Account:1503791
Terms&Conditions
Terms of Sale
UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING,ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
1.GENERAL 908 DC0098 Inc.,("Seller')hereby offers for sale to the buyer named on the face hereof('Buyti li products listed-the face
hereof(the"Producls")on the express mndtion that Buyer agrees to acceptant!W bound by the terms and conditions set forth herein.Any
provisions contained in any document issued by Buyer are expressly rejected and if the terms and conditions in this Agreement differ from the
terms of Buyers offer,this dowmant shall be construed as a counter offer and shall nat be effective as an acceptance of Buyers document.
Buyers receipt of Products or Sellers commencement of the services provided hereunderwill constitute Buyer's acceptance of this
Agreement.This Is the Complete and exclusive statement of the Contract between Seller and Buyer with respect to Buyers purchase of the
Products.No waiver,consent,modification,amendment or change of the terms contained herein shall be binding unless in wnnng and signed
by Seller and Buyer.Sellers fallure to object to terns contained in any subsequent communication from Buyer will not be a waiver or
908 Devices Inc.,845 Summer Street,2nd Floor,Boston,MA 02210.P:(857)254-7500 www.908deyices.wm
Sole Source Agreement Page 12 of 23
DocuSign Envelope ID:7471313B9-3B82-4AB8-9F88-CD64AC1763EO
908devjces
645 Summer Street,2nd Floor
Boston,MA 022t0
modification of the terms set forth herein.All orders are subject to acceptance in writing by an authorized represarta][Ne of Seller.
2.PRICE_All prices published by Seller or quoted by Sellers representatives may be changed at any time without notice.All prices quoted by
Seller or Sellers representatives are valid for thirty(30)days,unless otherwise stated In writing,All pnces far the Products will be as specified
by Seller or,if no price has been specified or qi will be Seller's price in effect at the time of shipment All prices are subject to adjustment
on account of specifications,quanfities,raw materials,cost of production,shipment arrangements or other terms or conditions which are not
I of Sellers original price quotation.
3.TAXES AND OTHER CHARGES-Prices for the Products exclude ail sales.value added and other taxes and duties imposed with respect to
the sale,delivery,or use of any Products covered hereby,all of which taxes and duties must by paid by Buyer.If Buyer claims any exemption.
Buyer must pmvide a valid,signed certificate or letterer exemption for each respectivejunsdiction.
4.TERMS OF PAYMENT,Sellar may invoice Buyer upon shipmertfor the price and all othercharges payable by Buyer in accordance with the
terms on the face hereof If no payment terms are stated an the face hereof,payment shag be netthirty(30)days from the dale of invoice.If
Buyer fails to pay any amounts when due.Buyer shall pay Seller interest thereon at a periodic role afore and one-half percent(1.5%)per
month(or it lower,the highest rate permitted by law),togetherwith all costs and expenses(including without limitation reasonable attorneys'
fees and disbursements and court costs)incurred by Seller in collecting such overdue amounts or otherwise enforcing Sellers rights
hereunder.Seller reserves the right to require from Guyer full or partial payment in advance,or other security that is satisfactory to Seller,at
any time that Salley believes In good faith that Buyer's financial condition does not justify the terms of payment specified.Ail payments shall be
made in U.S.Dollars.Buyer agrees to pay for all teas associated with the method of payment(e,g_wire fees).Payment by credit card will he
subject to a 3.15%fee.
5.DELIVERY;CANCELLATION OR CHANGES BY BUYER.The Products will be shipped to the destination specified by Buyer,F.O.B.
Sellers shipping polnt Seller will have the night,at its election,to make partial shipments of the Products and to invoice each shipment
separately.Seller reserves the right to stop delivery of Products in transit and to withhold shipments in whole or in part if Buyer fails to make
any payment to Seller when due or otherwise fails to perform Its obligations hereunder All shipping dates are approximate only,and Seller will
not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller's
reasonable conI In the event of a delay due to any cause beyond Sellers reasonable control Seller reserves the right to terminate the order
or to reschedule the shipment within a reasonable period of time,and Buyer will not be emitted to refuse delivery or otherwise be relieved of
any obligations as the result of such delay.Products as to which delivery is delayed due to any cause within Buyers control may be placed In
storage by Seller at Buyers risk and expense and for Buyers account.Orders in process may be canceled only with Sellers written consent
and upon payment of Sellers cancellation charges.Orders In process may not be changed except with Sellers writarr consent and upon
agreement by the parties as to an appropriate adjustment in the purchase price therefor.Credit All not be allowed for Products returned
Worcut the prior written consent of Seller_
S.TITLE AND RISK CF LOSS.Notwithstanding the trade terns Indicated above and subject to Sellers rlghl to stop delivery of Products In
bansi.title to and risk of loss of the Products will pass to Guyer upon delivery of possession of the Products by Seller to the carrier,provided.
however,that tide to any software incorporated within or farming a part of the Products shall at all times remain with Seller or the licensors)
thereof.as the case may be.
T.WARRANTY.Seller warrants that the Products will operate or perform substantially in conformance with Sellers published specifications
and be free from mal,defects in material and Workmanship,when subjected to nor proper and intended usage by properly trained personnel,
for the period of time set forth in the Seller's quote,far Products,or if none indicated then as specified in,Sellers product documentation,
publishetl spedfirations or package inserts.If a period of time is not specified in Seller s quote,product documentation,published
specifications Or package Inserts,the warranty period shall be one(1)Year.The--arty period volt start 30 days from the date of shipment to
Buyer for equipment(the"Warranty Period")_Seller agrees during the Warranty Period,to repairer replace,at Sellers option,defective
Products so as to muse the same to operate in substan pea fial conformance with said published sfications:provided that Buyer shall(a}
promptly notify Sellerm wining upon the discovery ofany defect,which notice shall include the product model and serial number{if applicali
and details of the wanenly claim;and I after Sellers review,Seiler will provide Buyerwith service data anchor a Return Material Authorization
("RMA'),which may include biohazard decontamination procedures and other prodomspecific handling instructions,than,if applicable,Buyer
may realm the defective Pmducts to Seger with all costs prepaid by Buyer.Replacement parts may be new or refurbished.at the election of
Seller.All replaced parts shall become the property of Seller.Shipment to Buyerof repaired or replacement Products shalt be made in
accordance vdth the Delivery provisions of the Seller's Terms and Conditions Of Sale.
Notwithstanding the foregoing,Products supplied by Seller that are obtained by Sellerfrom an original manufacturer or third party supplierare
not warranted by Seller,but Seller agrees to assign to Buyerary warranty fights in such Product that Seller may have from the original
manufacturer or third parry supplier,tothe extent such assignment is allowed by such original manufacturer or third party supplier.
In no event shall Seller have any obligation to make repairs,raplareri Or corrections required,in whole or in part,as the resell Of(i)normal
wear and tear.(ii)accident,disaster or event of force majeum,(III misuse,fault or negligence of or by Buyer,(iv)use of the Products in a
mannerforwhich they were not designed,(v)causes external to the Products such as,but not limited to,powerfailure or electrical power
surges,(vi)improper storage and handing of the Products or(vii}use of the Products in combination with equipment or software not supplied
by Seller.If Seller determines that Products for which Buyer has requested wananty services era not covered by the warranty hereunder,
Buyer shall pay or reimburse Seller for all costs of investigating and responding to such request at Seller's then prevailing time and materials
rates.If Seller provides repair services or replacement parts that are not covered by this warranty,Buyer shall pay Seller therefor at Sellers
then prevailing time and materials rates.ANY INSTALLATION,MAINTENANCE,REPAIR,SERVICE,RELOCATION OR ALTERATION TO
OR OF,OR OTHER TAMPERING WITH,THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN SELLER WITHOUT
SELLER'S PRIOR WRITTEN APPROVAL.,OR ANY USE OF REPLACEMENT PARTS NOT SUPPLIED BY SELLER,SHALL IMMEDIATELY
VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS.
THE OBLIGATIONS CREATED BY THIS WARRANTY STATEMENT TO REPAIR OR REPLACE A DEFECTIVE PRODUCT SHALL BE THE
SOLE REMEDY OF BUYER IN THE EVENT OF A DEFECTIVE PRODUCT.EXCEPT AS EXPRESSLY PROVIDED IN THIS WARRANTY
STATEMENT,SELLER DISCLAIMS ALL OTHER WARRANTIES.WHETHER EXPRESS OR IMPLIED,ORAL OR WRITTEN,WITH
RESPECT TO THE PRODUCTS,INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE.SELLER DOES NOT WARRANT THAT THE PRODUCTS ARE ERROR-FREE OR WILL ACCOMPLISH
ANY PARTICULAR RESULT.
8.INDEMNIFICATICN_
8.1 By Seller.Sellef agrees to indemnify,defend and save Buyer,its officer,directors,and employees from and against any and all damages,
908 Devices Inc-,645 Summer Street,2nd Floor,Boston MA 02210,P:(857)254-1500 www.909devices.com
Sole Source Agreement Page 13 of 23
DocuSign Envelope ID:7471313B9-3B82-4AB8-9F88-CD64AC1763EO
9 $devices
645 Summer Street.2nd Floor
Boston,MA 02210
liabilities,actions,causes of action,suits,claims,demands,losses,costs and expenses(including without limitation reasonable attorney's
fees)("Indemnified Items")for(i)injury to or death of persons or damage to property to the extent caused by the negligence or willful
misconduct of Seller,its employees,agents or representatives or contractors in connection with file performance of services at Buyer's
premises under this Agreement and 0)claims that a Product infringes any valid United States patent,copyright or trade secret;provided,
wever,ho Seller shall have no liability under this Section to the extent any such Indemnified Items are caused by either(1)the negligence or
vrillful misconduct or Buyer,its employees,agents or representatives or mntractors,(ii)by any third party,(iii)use of a Product In combination
with equipment or software not supplied by Sellerwhere the Product would not itself be infringing,(iv)compliance with Buyers designs,
specifications or instrvciions,(v)use of the Product in an application cr environment for which it was not designed or(vi)modifications of the
Product by anyone other than Seller without Sellers prior written approval,Suyer shall provide Seller prompt written notice of any third party
claim covered by Seller's indemnification obligations hereunder.Seller shall have the right to assume exclusive control of the defense or such
claim or,at the Option of the Seller,to settle the same.Buyer agrees to cooperate reasonably with Seller in connection with the performance by
Seller of its obligations in this Section.
Notwithstanding the above,Seller's infringement related indemnification Obligations shall be extinguished and relieved if Seller,at its discretion
and at its awn expense(a)procures for Buyer the right,at no additional expense to Buyer,to continue using the Product;(b)replaces or
modifies the Product$o that it becomes non-infringing,provided the modification or replacement does not adversely affect the specifications of
the Product;or(c)in the even)(a)and(b)are not practical,refund to Buyer the amortized amounts paid by Buyer with respect thereto.based
on a five(5)year amortization schedule.THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO
BUYER FOR THE CLAIMS DESCRIBED HEREIN.
8-2 By Buyer.Buyer shall indemnify,defend with ccmpatent and experienced counsel and hold harmless Seller,tram and against any and all
damages,liabilities,actions,Causes of action,suits,claims,demands,losses,costs and expenses(including without limitation reasonable
ahomeys'fees and disbursements and court costs)to the extent arising from or in connection with(i)the negligence or willful misconduct of
Buyer,its agents,employees,representatives or contractors;(ii)use of a Product in combination with equipment or software not supplied by
Seller where the Product itself would not be infringing;(III)Sellers compliance with designs,specifica!ions or instmctions supplied to Seiler by
Buyer.(iv)use of a Product in an application or environment for which it was not designed;or(v)modifications of a Product by anyone other
than Seller without Sellers prior written approval,
9-SOFTWARE.With respect to any software products incorporated in or forming a part of the Products hereunder,Seller and Buyer intend
and agree that such software products are being licensed and not sold,and that the words'purchase"."sell'or similar or derivative wards are
understood and agreed to mean"license',and that the word"Buyer'or similar or derivative words are understood and agreed to mean
'licensee'.Notwithstanding anything to the contrary contained herein,Seller or its licensor,as the case may be,retains all rights and interest in
software products provided hereunder.
Seller hereby grants to Buyer a royalty-free,non-exclusive,nontransferable license,without power to sublicense,to use software provided
hereunder solely for Buyers own Internal business purposes on the hardware produota provided hereunder and to use the related
documentation solely for Buyers own internal business purposes.This license terminates when Buyers lawful possession of the hardware
products provided hereunder Ceases,unless earlier terminated as provided herein.Buyer agrees to hold in confidence and not to sell,transfer,
license,loan or otherwise make available in any farm to third parties the software products and related documentation provided hereunder.
Buyer may not disassemble,dewmpile of reverse engineer,copy,modify,enhance or otherwise change or supplement the software products
provided hereunder without Sellers prior written consent_Sellerwill be entitled to terminate this license if Buyer fails to comply with any term or
condition herein.Buyer agrees,upon termination of this license,immediately to return to Seller all software products and related
documentation provided hereunder and all Copies and portions thereof.
Certain of the software products provided by Seller may be owned by one or more third parties and Iicansed to Seller.Accordingly,Seiler and
Buyer agree that such third parties retain ownership of and title to such software products.The warranty and indemnification provisions set
forth herein shall not apply to software products owned by third parties and provided hereunder.
t G.INTELLECTUAL PROPERTY RIGHTS.908 Devices exclusiveiy owns and retains all intellectual property rights In and to the Products and
technology that is in and included with the Products.No)icense or other rights,either express or implied,are granted by 908 Devices to Buyer
under these Terms of Sale with respect to any such intellectual property rights.For mare information about 908 Devices'patent portfolio,see
www.908devlces.comlpatents.
The Product may not be disassembled orotherwise reverse engineered or analyzed by chemical,radiograph or other nondestructive tests or
scans;for example,and not by way of limitation,any housing or other enclosure encasing any component of the Product may not be opened
and any security locks.stickers,seals or notices that are affixed to the Product may Trot be opened or removed.
Buyer acknowledged and agrees that there can be no adequate remedy at law for any breach by Buyer of its obligations hereunder,that any
such breach or any unauthorized use of the Product or of any of 908 Devices'intellectual property will result in irreparable harm to 908 Devices
and therefore,that upon any such breach.unauthorized use or any threat thereof,908 Devices will be entitled to appropriate equitable relief In
addition,to whatever remedies u might have at law and to be indemnified by the Buyer from any loss or harm,including,without limitation,
attorney's fees,in connection with any breach or enforcement of Buyer's Obligations hereunder or the unauthorized use of the Product or any
at 908 Devices'intellectual property.Buyer will notify 908 Devices in writing immediately upon the occurrence of any such unauthorzed use or
other breach of which it is aware.
Buyer will not to sell,assign,pledge,mortgage.hypothecate,encumber,dispose or otherwise provide,transfer or make available the Product
to any third party unless Buyer has entered into a written agreement with such third party that(i)contains in substance at least the terms of
Sections t 1 and this Section 10 of these Terms of Sale,and(11)provides that 9C8 Cavil is an intended third-party beneficiary of such
agreement
11.LIMITATION OF LIABILITY.NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,THE LIABILITY OF SELLER
UNDER THESE TERMS AND CONDITIONS(WHETHER BY REASON OF BREACH OF CONTRACT,TORT,INDEMNIFICATION,OR
OTHERWISE.BUT EXCLUDING LIABILITY OF SELLER FOR BREACH OF WARRANTY(THE SOLE REMEDY FOR WHICH SHALL BE AS
PROVIDED UNDER SECTION 7 ABOVE))SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LESSER OF(A)THE TOTAL PURCHASE
PRICE THERETOFORE PAID BY BUYER TO SELLER WITH RESPECT TO THE PRODUCT(S)OWING RISE TO SUCH LIABILITY OR(B)
ONE MILLION DOLLARS($1,000,000).NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,IN NO EVENT
SHALL SELLER BE UABLE FOR ANY INDIRECT,SPECIAL,CONSEQUENTIAL OR INCIDENTAL DAMAGES(INCLUDING WITHOUT
LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT.LOSS OF REVENUE,LOSS OF DATA,Loss OF PROFITS
OR LOSS OF GOODWILL),REGARDLESS OF WHETHER SELLER(a)HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH
908 Devices Inc.,64h Summer Street.2nd Floor.Boston,MA 02210,P:(857)254-1500 www-908dev1ces.com
Sole Source Agreement Page 14 of 23
DocuSign Envelope ID:7471313B9-3B82-4AB8-9F88-CD64AC1763EO
'900'devices
645 Summer Street,2nd Floor
Boston,MA 02210
DAMAGES OR(b)IS NEGLIGENT.
12.EXPORT RESTRICTIONS
Buyer admowledges that each Product and any related software and technology,Including technical information supplied by Seller or
contained in documents(ortledvely'ltems'),is subject to export controls of the V.S.government.The export ccntmla may include,but are not
limited to,those of the Export Administration Regulations of the U.S.Department of Commerce(the-EAR'),which may restrict or require
licenses for the export of Items from the United Slates and their re-expori from other countries.Buyer shall comply with the EAR and all other
applicable laws,regulations.laws,treaties,and agreements relating to the export,m-export,and impart of any Item.Buyer shall not,without
first obtaining the required license to do co from the appropriate U.S-government agency;(i)export Orm�xport any Item,ar(ii)export;
re- spurt,dislnbuie or supply any Item to any restricted or embargoed country orto a person or entify whose privilege to participate in exports
has been denied or estgovernment.cted by the U. .government.Buyer shall,if requested by Seller,provide Information on the end user and and use of
any Item exported cr to be exported by Buyer.Buyer shall Cooperate fully with Seller in any official or unoffictal audit or inspection related to
applicable export or import control laws or regulations,and shall indemnify and hold Seller harmless from,or in connection with,any violation of
this Section by Buyer or its employees,consultants,or agents.
13.Resale.Subject to the terms and Conditions herein.Buyer shall have the right to resell ortransfer the Products to any third party(an"End
User'),provided that(a)Buyer makes such sale pursuant to binding terms and conditions no less protective of Seller and the Product
hereunder and Buyer makes no representation or warranty on behalf of Seller,(c)Buyer fairly and accurately represents the Product at all
times only in accordance with the express statements in Sellers written documentation,and(d)Buyer ensures that Seller's user manual and
all applicable warnings are delivered to each and every End User of the Product,
14.U.S.Government.The use,duplication,reproduction,release,modification,disclosure or transfer of software Products,or any related
documentation of any Wnd(including,without limitation,technical data or manuals),is restricted in accordance with Federal Acquisition
Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation 227.7202 for military agencies.The software Products are
"commandsI items"and commercial computer software and the related documentation is commercial computer software documentation.The
use of the software Products and related documentation is further restricted in accordance with the terms of this Agreement and any software
license included or provided with a particular software Product.
15.MISCELLANEOUS.(a)Buyer may not delegate any duties nor assign any rights or claims hereunder without Sellers phorwritten consent,
and any such attempted delegation or assignment shall be void(b)The rights and obligations of the parties hereunder shall be governed by
and Construed in accordance with the laws of the State of Seller,without reference to its choice Of law provisions.Each parry hereby
irrevocably consents to the exclusive jurisdiction of the state and federal courts located in the county and state of Seller,in any action arising
out of or relating to this Agreement and waives any other venue t0 which it may be entitled by domicile or otherwise Any action arising under
this Agreement must be brought within one(1)year from the date that the cause of action arese.(c)The application to this Agreement of the
U.N.Convention an Contracts for the International Sale of Goods is hereby expressly excluded.(d)In the event that any one Or more
provisions contained herein shall be held by a court of competantjudsdiction to be invalid,Illegal or unenforceable in any respect,the validity,
legality and enforceability of the remaining provisions contained herein shall remain in full force and effect,unless the revision materially
changes the bargain.(e)Seller's failure to enforce,or Sellers waiverof a breach of.any provision contained herein shall not constitute a
waiver of any other breach or of such provision.(f)Buyer agrees that all pricing,discounts and technical information that Seller provides to
Buyer are the confidential and proprietary information of Seller.Buyer agrees to(1)keep such information confidential and not disclose such
information to any third party,and(2)use such information solely for Buyers internal pufpo5ee and in connection with the Products supplied
hereunder.Nothing herein shall restrict the use of information available to the general public.(g)Any notice or communication required or
permitted hereunder shall be in writing and shall be deemed received when personally delivered or three(3)business days after being sent by
certified mail,postage prepaid.to a party at the address specified herein or at such other address as efther party may from time to time
designate to the other
908 Devices Inc..$45 Summer Street,2nd Floor,Boston,MA 02210,P,(8571 254-1500 www_908devices.com
Sole Source Agreement Page 15 of 23
DocuSign Envelope ID:747B1 3B9-3B82-4AB8-9F88-CD64AC1 763EO
7 08 nde ices bu simmer street
v �-+V a YDS .......
www.9pS�evices.cam
January'2021
To whom it may concern:
The purpose of this letter is to support sole brand justification for the acquisition of goods.
90B Devices Inc.is the manufacturer and sole service provider,of M908 and MX908 Handheld High
Pressure Mass Spectrometer(HPMS'"),the only available handheld HPMS system. Additionally,
908 Devices Inc.is the only authorized pointof service,support,and maintenance for these systems,
including certified training,warranty,repair,upgrades and technical support.
MX908 is the only available handheld HPMS(high pressure mass spec)on the market for use in
public safety.MX908 utilizes patented technology.List of patents available as needed.
Sole source verification can be made to%8 Devices Inc.by contacting the Vice President of Sales
at the company's main telephone number at(857)254-1500.
Please feel free to contact me on any issue regarding this matter at (508) 523-1658 or
dmassinP:hamC@9Q8deyices.com
Sincerely,
Dave Massingham
Director State&Local Programs
909 Devices-US Safety&Security
Sole Source Agreement Page 16 of 23
mes)nEm¥ope ID:A7eaB$ak34A k$S$cm4A q 763EO
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Sol Source Agreement Page l7of2
DocuSign Envelope ID:7471313B9-3B82-4AB8-9F88-CD64AC1763EO
EXHIBIT C
SOLE SOURCE EXEMPTION FORM
ORT WORTH
CITY OF FORT WORTH
CHAPTER 252 EXEMPTION FORM
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 to determine whether an exemption to Chapter 252's biding requirements is 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: FIRE DEPT.
Name of Contract Manager: FIRE CAPTAIN JOSEPH OTEY
Department's Attorney: CHRISTOPHER AUSTRIA
Item or Service sought:
Goods:
Service: ❑
Anticipated Amount: $19,500.00
Vendor: 908 DEVICES
Current/Prior Agreement for item/service: Yes ❑ No
CSC or Purchase Order#: N/A
Amount: $19,500.00
Projected M&C Date: N/A
How will(his item or service be used? We have the equipment already. This is for an
extension of Warranty and Support for MX908 handheld mass spectrometer.Includes software
and target list updates,24/7 technical support,and product warranty.
Page 1 of 7
Sole Source Agreement Page 18 of 23
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Section 2: Claimed Exemption and Justification(Other than sole source)
NOTE-For a claimed sole-source exemption,complete Section 3.
Please indicate the non-sole-source 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:
II A procurement necessary to preserve or protect the public health or safety of the City
of Fort Worth's residents;
n A procurement necessary because of unforeseen damage to public machinery,
equipment,or other property;
II A procurement for personal,professional,or planning services;
II A procurement for work that is performed and paid for by the day as the work
progresses;
IIA purchase of land or a right-of-way;
II 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;
n 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;
n A payment under a contract by which a developer participates in the construction of a
public improvement as provided by Subchapter C,Chapter 212;
II Personal property sold:
• at an auction by a state licensed auctioneer;
• at a going out of business sale held in compliance with Subchapter F,
Chapter 17,Business&Commerce Code;
• by a political subdivision of this state, a state agency of this state, or an
entity of the federal government;or
• under an interlocal contract for cooperative purchasing administered by a
regional planning commission established under Chapter 391;
II Services performed by blind or severely disabled persons;
II Goods purchased by a municipality for subsequent retail sale by the municipality;
II Electricity; or
Page 2 of 7
Sole Source Agreement Page 19 of 23
DocuSign Envelope ID:7471313B9-3B82-4AB8-9F88-CD64AC1763EO
Q 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.
Section 3: Claimed Sole-Source Exemption and Justification
NOTE-For any non-sole-source exemption,complete Section 2.
Please indicate the sole-source 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 of items that are available from only one source,including:
• items that are available from only one source because of patents,copyrights,
secret processes,or natural monopolies;
• films,manuscripts,or books;
• gas,water,and other utility services;
• captive replacement parts or components for equipment;
• books, papers, and other library materials for a public library that are
available only from the persons holding exclusive distribution rights to the
materials;and
• management services provided by a nonprofit organization to a municipal
museum,park,zoo,or other facility to which the organization has provided
significant financial or other benefits;
How did you determine that the item or service is only available from one source?
This is a device that is only made by 908. They have distributors that sell this device but only
the 909 manufacturer provides the warranty and support.
Attach screenshots and provide an explanation of any independent research you conducted,
through intemet searches, searching cooperatives, or discussions with others knowledgeable on
the subject matter that corroborate that the item is available only from a single source.
[I spoke with the manufacturer,as well as a distributor of the device. I have supplied a letter
form 908 that states this].
Did you attach a sole source justification letter? ® Yes ❑ No
Page 3 of 7
Sole Source Agreement Page 20 of 23
DocuSign Envelope ID:7471313B9-3B82-4AB8-9F88-CD64AC1763EO
Describe the uniqueness of the item or service(e.g.compatibility or patent issues,etc.).
Definition of a Type I Hazardous Response Team: Meets all Type 3 and Type 2 team
requirements,and is appropriately equipped and trained to handle and can function in all
categories for all known and unknown CBRNE(Chemical,Biological,Radiological,Nuclear,
Explosives)hazards.
This is the only device in our cache that defines our program as a Type 1 Hazardous Response
Team. This device is the only device we have to detect certain terroristic Chemical Warfare
agents(CWA). The MX 908 has specific capabilities that can determine CWAs,such as
Novichok nerve agent.Drug hazards,such as Fentanyl,can also be identified.The MX 908 also
has the capability to detect priority terroristic threats from military and commercial grade
explosives as well as homemade energetics and relevant precursors. This device does not only
alert that there is a hazard present but can identify the specific CWA,drug,explosive or chemical
from its extensive library. Th MX 908 can detect with a much lower quantity of product than
any other device we use. This device can operate with trace-level vapors,aerosols,solids and
liquids,which makes this a unique and versatile device.
To reiterate,we have no other detection device in our cache that can meet this level of
identification concerning CWAs,drugs or explosives. It is important to secure the warranty and
support package to maintain our Type 1 Team designation.Without the warranty and support
package we will lose our Type 1 status and we will not be able to provide the level of protection
and service to our community that we currently provide.
Section 4: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? M Yes II No.
Was there anything attached to this form that was relied on in making this determination?
M Yes [ I No.
If yes,please explain:Warranty/Support Brochure;908 Devices sole source letter
Was there anything not included on this form or attached hereto that was relied on in making this
determination? n Yes M No.
If yes,please explain:
Will the standard terms and conditions apply? M Yes n No.
Will the contract require special terms? n Yes M No.
Will the contract require review by the department attorney? Yes n No.
Page 4 of 7
Sole Source Agreement Page 21 of 23
DocuSign Envelope ID:7471313B9-3B82-4AB8-9F88-CD64AC1763EO
Approved By:
Date: 8/19/21
ylor Paris/Jessika Williams
Assistant City Attorney
Page 5 of 7
Sole Source Agreement Page 22 of 23
DocuSign Envelope ID:7471313B9-3B82-4AB8-9F88-CD64AC1763EO
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
908 DEVICES INC.
645 SUMMER STREET, SUITE 201
BOSTON,MA 02210
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Vendor and to execute any agreement,
amendment or change order on behalf of Vendor. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority.City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Vendor.
1. Name: Michael S. Turner
Position: "wirelbCounsel
FRgt
.( .d S. I-Uvr�_r
2nFE4283GD743u
Signature
2. Name: Joseph Griffith
Positio hioiil ,aaacial Officer
Signature
3. Name: Kevin Knopp
Posit cGWi@feFmecutive Officer
V, I 6hrr
Signature
Name: evi4f IVIT
In, 1 rr
98FSAt8A893A47F...
Signature of President/CEO
Other Title:
12/8/2021
Date:
Sole Source Agreement Page 23 of 23
DocuSign Envelope ID:A6EBD9C4-BD72-44FA-9F3C-88A4C972061A
EXHIBIT#
CONFLICT OF INTEREST OUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the taw by H.B. 23, 841h Leg., Regular Session. QFFICEt1SEQNLY
This questionnaire is being filed in accordance with Chapter 178.Local Government Coda. Date Pam- .:ad
tuy a v�6v�3s wt�has a tvs5i':�ss c�4aiiat�sh:ya as ci5tti�.e�ley Secti;,n 1 s'Fs.Q�I;(?,-a?vuith a lost - -
governmental entity and the vendor meets requirements under Section 176.006(a).
Bylaw this questionnaire must be filed with the records edminis€razor of the local governmental
entity not later than the 7th business day after the date the vendor becomes aware of facts
I
hat require the statement to be filed. See Section 17G.006f a-1 j.Local Govemment Code.
A vendor commits an offense if the vendor knowingly violates Section 176,006, Local
Government Code.An offense under this section is a misdemeanor.
i Name of vencior who has a business relationship with local governmental entity.
cl()15 Na u►CeS �-fn c ,
?J U Check tills box If you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 71h business day after the date on which you became aware that the originally filed questionnaire was
incomplete or inaccurate.i
3
Name of local government officer about whom the Information In this section is Being disclosed.
Crews«, Walt oie�
Name of Officer
This section (item 3 including subparts A. B, C. 8 Di must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176.a01(1-a). Loral Government Code- Attach additiona4
pages to this Form.CIQ as necessary.
A. is the local government officer named in this section receiving or likely to receive taxable income,other than investment
income, from the vendor-
Yes dNo
S. Is the vendor receiving or likely to receive taxable income,ether than investment income from or at the directon of the local
government officer named in this section AND the taxable income is not received frorn the Local governmental entii}?
Yes EzNo
f
C. Is the filet of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director, or holds an ownership interest of one percent or more?
des ��io
1). Describe each employment or husiness and family relationship with the local government officer named in this section.
�U G A.167�
4 Docusignedby: 12/14/2021
Counsel
�? 4���?�kor d:�.ng:nssness with the gcvernm?n'.ai estiry Pate
Adopted 8'7..2015