HomeMy WebLinkAboutContract 51015 CITY SECRETARY -
CONTRACT NO._
REQUEST FOR QUOTATIONS
Purchasing Division
200 Texas Street, Fort Worth, Texas 76102-6311
Fax: 817-392-8440
RFQUOTE NO: 17-0187
QUOTE FOR: SOLE SOURCE—SUPPORT PLANS FOR NICELET FT-IR
SPECTROMETER EQUIPMENT
BID OPENING DATE: THURSDAY, JANUARY 18, 2018 @ 5:00 PM CST
BUYER: JACK DALE
EMAIL: JACK.DALE FORTWORTHTEXAS.GOV
INSTRUCTIONS TO BIDDERS
Quotes are solicited for furnishing the merchandise, supplies, services and/or equipment set forth. Completed Quote must be received in the
Purchasing Division, 200 Texas Street, Fort Worth, Texas 76102 by the above "quote deadline." Quotes may be submitted electronically
(email) or faxed to 817-392-8440, addressed to the above Buyer. City of Fort Worth and have the bid number and opening date clearly
marked on the fax cover page. Late quotes will not be considered for award unless bidders are notified otherwise. Quotes may be withdrawn at
any time prior to the official opening by written notification. Quotes may not be altered, amended or withdrawn after the official opening.
• Your quote must be submitted on this form.
• Freight and all other delivery charges shall be included in the unit price(s)bid.
• The City is exempt from Federal Excise and State Sales Tax, therefore, tax must not be included in the quote price.
Items quoted must meet or exceed City of Fort Worth Specifications; however, The City of Fort Worth may consider and accept alternate bids if
specified herein when most advantageous to the City. The City reserves the right, however, to hold to City Specifications and to determine "or
equal' status. The City reserves the right to accept or reject in part or whole any quote submitted, and to waive any technicalities for the best
interest of the City.
The undersigned agrees, if the quote is accepted, to furnish any and all items upon which prices are offered, at the price(s)and upon the terms and
conditions contained in the specifications. The period for acceptance of this proposal will be calendar days (90 calendar days unless
a different period is inserted by the bidder)after opening date.
City of Fort Worth Standard Terms and Conditions Shall Apply
Company Name&Address QUOTE EVALUATION
The quote award shall be based on,but not
Thermo Electron North America LLC necessarily limited to,the following factors:
1400 Northpoint Parkway,Suite 10 1. Unit Price
2. Total Quote Price
West Palm Beach,FL 33407 3. Terms and Discounts
4. Delivery Date
Telephone no.(AC 800 ) 532-4752 5. Results of Testing Samples
6. Special Needs and Requirements of the City
Fax no.( 877 ) 818-5198 7. Past experience with product/service
8. Vendor's past performance
Name: Resa Ferguson 9. City's evaluation of the Vendor's responsibility
10.Demurrage charges,freight costs and mileage
Title: Contract Administrator 11. Estimated cost of supplies,maintenance,storage
Signature&Date:
fetaTefggso4 01/26/18 12. Estimated Surplus value
E-mail Address: resa.ferguson@thermofisher.com
RACE
OFFICIAL RECORD
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HOW TO REGISTER WITH THE CITY OF FORT WORTH
■ Visit FORTWORTHTEXAS.GOV
Scroll to the purple section at bottom of page
Under Business, click Contractors
9 Click Register as a Contractor(right side under BuySpeed Online)
After reading, click Next step
i Review Contractor Terms &Conditions
Agree to the terms and click Next Page
Click Register
Enter your Tax ID#(or Social Security Number), Company Name, Country and Email Address; click Submit. The
company name entered MUST be the same as the invoice you would present for payment to the City of Fort Worth.
i Complete all required information under each tab; be sure to Save&Continue at the bottom of your screen before
proceeding to the next tab.
o Categories&Certifications tab—a current W9 form is required before your Contractor account can be activated.
Don't forget to fax or email to purchasing bsoafortworthtexas.gov or(817) 392-1982!!
o Summary tab—Verify that all information is accurate and there are no RED Validation Errors at the top of your
screen. If you do have errors, you will not be able to proceed until all info is completed.
■ Click Complete Registration
• Congratulations, you've registered!! You will receive an email with your registration confirmation after you have submitted
your W9.
For any changes/edits to your Contractor profile please email the Contractor registration administrator at
Purchasing BSO cr_fortworthtexas.gov
The City of Fort Worth prefers to make Contractor payments by direct deposit to Contractors' checking/savings accounts or by
procurement credit card. The direct deposit process is called Automated Clearing House Transfer(ACH).Advantages of ACH are:
Gives Contractors use of the funds one business day AFTER the transfer has taken place.
Contractors receive an e-mail showing the invoices being paid by the transfer.
Invoices approved for payment by 3:00 p.m. will be transferred same day and will reach the Contractors' bank accounts by the next
business day.
To register for ACH service please visit http://fortworthtexas.gov/purchasing/, click on the link titled "Automated Clearing House
Setup,,, download, complete and submit the two ACH forms.
BID SOLICITATION
V Vendor Name:
E Thermo Electron North America LLC
N Address:
[3 1400 Northpoint ParkwaySuite 10
'
City,State Zip Code:
R West Palm Beach,FL 33407
Item Class-Item Quantity Unit Unit Price Total
1 Unity Essential Support Plan for Serial 1 EA $6,993.00 $6,993.00
AHR0600178, Nicolet 6700 Optical
Spectrometer Mainframe with 1 Valpro Annual
Certification
2. Unity Essential Support Plan for Serial 1
AFZ0600554,Nicolet 4700 FT-IR Spectrometer EA $6,648.00 $6,648.00
Mainframe with 1 Valpro Annual Certification
3. Smart Orbit for Serial#IS50,Nicolet X700 1 EA $ 429.00 $ 429.00
TOTAL: $14,070.00
WE AGREE TO FURNISH ANY OR ALL OF THE ITEMS QUOTED AT THE PRICES SHOWN.QUOTE
MUST BE HELD FIRM FOR PERIOD OF 90 DAYS.
TERM OF PAYMENT: Net 30 COMPANY: Thermo Electron North America LLC
DELIVERY: N/A SIGNATURE: Rita T-aggim
TELEPHONE NUMBER: 877-532-4752 NAME AND TITLE: Resa Ferguson,contract Administrator
'Please see attached quotation 20915157-2 including Terms&Conditions.
"` T Thermo lectron orth merica C o ers to su I its commercial roducts and ser ices descri ed in its ro osal su ect to the terms
and conditions o roducts and ser ices attached and incor orated into its id res onse. Thermo lectron orth merica C o ects to additional
terms in the unless it has a ressl mentions and acce is the ro ision in riting in its id res onse. n the a ent o a con lict et een an o
the Thermo lectron orth merica C terms and conditions and those contained in the Cit o ort orth 17-01 7 terms and conditions the
terms o Thermo lectron orth merica C shall re ail, a are a aila le to negotiate mutuall acce to le terms."' 01-2 -1
CITY OF FORT WORTH
SECTION I. SPECIFICATIONS FOR SUPPORT PLAN FOR NICELET FT-IR SPECTROMETER
1.0 SCOPE
1.1 The City of Fort Worth (City)seeks quotes from qualified bidders to provide support plans
for Nicelet FT-IR Spectrometer Equipment for the Police Department.
1.2 The term of the Agreement shall be for a one-year(1) period, with three (3) options to
renew for additional one-year periods. The renewal options may be exercised
automatically by the City. However, if funds are not appropriated, the City may cancel
the Agreement 30 calendar days after providing written notification to the successful
bidder, known hereafter as "Vendor."
1.3 Following the award, additional services of the same general category that could have
been encompassed in the award of this Agreement, and that are not already on the
Agreement, may be added.
1.4 Unit price shall include all cost associated including but not limited to delivery and/or fuel
charges. No additional charges will be accepted or paid by the City.
2.0 GENERAL REQUIREMENTS
2.1 Unity Essential Support Plan for Serial#AHR0600178, Nicolet 6700 Optical Spectrometer
Mainframe with 1 Valpro Annual Certification
2.2 Unity Essential Support Plan for Serial #AFZ0600554, Nicolet 4700 FT-IR Spectrometer
Mainframe with 1 Valpro Annual Certification
2.3 Smart Orbit for Serial#IS50, Nicolet X700
3.0 DELIVERY
3.1 Delivery shall be F.O.B. Destination and all other delivery charges shall be included in the
unit price. No additional charges for expenses, freight, mileage, time, or similar items will
be accepted or paid by the City.
3.2 The person placing an order will provide delivery and billing information.
4.0 CHANGE IN COMPANY NAME OR OWNERSHIP
The Vendor shall notify the 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 the company 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 do so may adversely impact future invoice payments.
5.0 INSURANCE REQUIREMENTS
5.1 The Vendor shall assume all risk and liability for accidents and damages that may
occur to persons or property during the prosecution of work under this Agreement. The
Vendor shall file with the City of Fort Worth Purchasing Division, prior to the
commencement of services, a certificate of insurance documenting the following required
insurance.
5.1.1 Failure to provide such information within five (5) calendar days of a request by
the City may be grounds for Agreement termination.
5.2 Policies shall have no exclusions by endorsements which nullify the required lines of
coverage, nor decrease the limits of said coverage unless such endorsements are
approved by the City. In the event a contract has been bid or executed and the
exclusions are determined to be unacceptable or the City desires additional insurance
coverage, and the City desires the Vendor to obtain such coverage, the Agreement price
shall be adjusted by the cost of the premium for such additional coverage plus 10%.
5.2.1 Statutory Workers' Compensation Insurance and Employer's Liability Insurance
at the following limits:
$100,000 Each Accident
$500,000 Disease—Policy limit
$100,000 Disease— Each Employee
This coverage may be written as follows:
Workers'Compensation and Employers' Liability coverage with limits consistent with
statutory benefits outlined in the Texas Workers' Compensation Act(Art. 8308— 1.01 et
seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of$100,000
each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per
disease per employee.
5.3 Commercial General Liability Insurance including Explosion, Collapse, and Underground
Coverage shall be provided as follows:
$1,000,000 Each Occurrence
$2,000,000 Annual Aggregate
Coverage shall include but not be limited to the following: premises/operations,
independent Vendors, products/completed operations, personal injury, and contractual
liability. Insurance shall be provided on an occurrence basis, and as comprehensive as
the current Insurance Services Office (ISO) policy.
5.4 Auto Liability Insurance shall be provided as follows:
$1,000,000 Combined Single Limit Each Accident
A commercial business policy shall provide coverage on "Any Auto", defined as autos
owned, hired and non-owned.
5.5 The Vendor shall furnish the Purchasing Manager and the Code Compliance Director, a
certificate of insurance documenting the required insurance prior to the commencement
of services.
5.6 At each renewal period, Vendor shall furnish the Purchasing Manager and the Code
Compliance Director, with a current certificate of insurance documenting the required
insurance within ten (10) days after accepting the renewal.
5.7 Policies shall be endorsed to provide the City of Fort Worth a thirty- (30) day notice of
cancellation, material change in coverage, or non-renewal of coverage.
RFQuote No. 17-0187, SUPPORT PLANS FOR NICELET FT-IR SPECTROMETER EQUIPMENT
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5.8 Applicable policies shall also be endorsed to name the City of Fort Worth as an additional
insured, as its interests may appear(ATIMA).
6.0 ADDITIONAL INSURANCE REQUIREMENTS
6.1 The City, its officers, employees and servants shall be endorsed as an additional insured
on Vendor's insurance policies excepting employer's liability insurance coverage under
Vendor's workers' compensation insurance policy.
6.2 Certificates of insurance satisfactory to the City and Worker's Compensation
Affidavit must be received before Vendor can begin work. Failure to supply
and maintain such insurance shall be a breach of contract. Vendor shall
provide complete copies of all insurance policies required by this Agreement.
Certificates of insurance must be supplied to:
Financial Management Services Department
Attention: Purchasing Division RFQ No. 17-0187
200 Texas Street
Fort Worth, Texas 76102
6.3 Any failure on part of the City to request required insurance documentation shall
not constitute a waiver of the insurance requirements specified herein. Each
insurance policy shall be endorsed to provide the City a minimum 30 days notice
of cancellation, non-renewal, and/or material change in policy terms or
coverage. A ten (10) day notice shall be acceptable in the event of non-payment
of premium.
6.4 Insurers must be authorized to do business in the State of Texas and have a
current A.M. Best rating of A: VII or equivalent measure of financial strength and
solvency.
6.5 Deductible limits, or self-funded retention limits, on each policy must not exceed
$10,000.00 per occurrence unless otherwise approved by the City.
6.6 Other than worker's compensation insurance, in lieu of traditional insurance, City
may consider alternative coverage or risk treatment measures through insurance
pools or risk retention groups. The City must approve in writing any alternative
coverage.
6.7 Workers' compensation insurance policy(s) covering employees of the Vendor
shall be endorsed with a waiver of subrogation providing rights of recovery in
favor of the City.
6.8 City shall not be responsible for the direct payment of insurance premium costs
for Vendor's insurance.
6.9 Vendor's insurance policies shall each be endorsed to provide that such
insurance is primary protection and any self-funded or commercial coverage
maintained by City shall not be called upon to contribute to loss recovery.
6.10 While the purchase order is in effect, Vendor shall report, in a timely manner,
to the Purchasing Division any known loss occurrence that could give rise to
a liability claim or lawsuit or which could result in a property loss.
6.11 Vendor's liability shall not be limited to the specified amounts of insurance
RFQuote No. 17-0187, SUPPORT PLANS FOR NICELET FT-IR SPECTROMETER EQUIPMENT
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required herein.
7.0 INVOICING REQUIREMENTS
7.1 All invoices should be submitted directly to the requesting department. It is the
responsibility of the Vendor to get the name of the responsible person, telephone
numbers and address of the department at the time the service is requested.
7.2 A properly prepared invoice shall be typewritten or computer printed and shall
include the Vendor's name and federal tax identification number, invoice number,
address, date, service or item description, unit price, extended cost, and City issued
purchase order number. Incomplete or inaccurate invoices may result in delayed
payments, as they shall be returned to the Vendor for correction and re-submittal.
8.0 UNIT PRICE ADJUSTMENT
8.1 The unit prices may be adjusted for increases or decreases in Vendor's cost during the
renewal period but before the effective date of the renewal upon written request from the
Vendor.
8.2 The Vendor must submit its price adjustment request, in writing, at least 60 days before
the renewal effective period. The Vendor shall provide written proof of cost increases
with price adjustment request.
8.3 If the City concludes that the rate increase being requested is exorbitant, the City
reserves the right to adjust the rate request, or reject the rate request in its entirety and
allow the contract to expire at the end of the contract term. If the City elects not to
exercise the renewal option, the Purchasing Division will issue a new solicitation.
8.4 Prices bid shall remain firm for each one-year term of the Agreement and shall include all
associated freight and delivery costs.
8.5 Prices offered shall be used for bid analysis and for Agreement pricing. In cases of errors
in extensions or totals, the unit prices offered will govern.
8.6 Upon expiration of the Agreement term the successful bidder, agrees to hold over under
the terms and conditions of this Agreement for a reasonable period of time to allow the
city to re-bid an agreement, not to exceed ninety(90) days. Vendor will be reimbursed for
this service at the prior agreement rate(s). Vendor shall remain obligated to the City
under all clauses of this Agreement that expressly or by their nature extends beyond and
survives the expiration or termination of this Agreement.
8.7 Goods and/or services shall not be suspended by the Vendor without a 30 day prior
written notice to the Purchasing Manager.
9.0 INTENTIONALLY DELETED
10.0 LAWS, REGULATIONS, AND ORDINANCES
The Vendor shall be responsible for meeting all Federal: laws, ordinances and regulations; State:
laws, ordinance and regulations; County: laws, ordinances and regulations; and City: laws,
ordinances, and regulations for safety of people, environment, and property. This includes, but is
not limited to, all Federal, State, County, and City Agencies, Administrations and Commissions
such as the Environmental Protection Agency (EPA), Occupational Safety and Health
Administration(OSHA), and the Texas Commission on Environmental Quality(TCEQ). In the
RFQuote No. 17-0187, SUPPORT PLANS FOR NICELET FT-IR SPECTROMETER EQUIPMENT
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event any law, regulation or ordinance becomes effective after the start of this Agreement, the
Vendor is required to comply with new policy. Any mandates requiring the City to comply with
new guidelines will also require the Vendor to comply.
11.0 QUANTITIES
The quantities listed on the bid solicitation are only estimates based on previous usage and do
not indicate intent to purchase or a guarantee of future business. The City of Fort Worth is
obligated to pay for only those materials and services actually ordered by an authorized City
employee and then received as required and accepted by the City.
12.0 PERFORMANCE
Failure of the City to insist in any one or more instances upon performance of any of the terms
and conditions of this Agreement shall not be construed as a waiver or relinquishment of the
future performance of any terms and conditions, but the Vendor's obligation with respect to such
performance shall continue in full force and effect.
13.0 COMPLAINTS
Complaints processed through the City Purchasing Division are to be corrected within fourteen
(14) days of formal notice of complaint. Written response to the Purchasing Division is required.
Failure to properly resolve complaints within the fourteen (14) calendar day time period may
result in the cancellation of the applicable line item(s) in the price agreement.
14.0 QUESTIONS
14.1 Questions, explanations or clarifications desired by a bidder regarding any part of
the bid must be requested in writing from the Purchasing Division. Request can
be send to the following:
14.1.1 Jack Dale, Senior Buyer
Jack.Dale(cDfortworthtexas.gov
14.1.2 City of Fort Worth Purchasing Division
Attention: Jack Dale, RFQ No. 17-0187
200 Texas Street
Fort Worth, Texas 76102
14.1.3 Facsimile: (817) 392-8440, Attention: Jack Dale
RFQuote No. 17-0187, SUPPORT PLANS FOR NICELET FT-IR SPECTROMETER EQUIPMENT
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SECTION II. STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors
and subvendors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The consultant, Vendor(s), supplier, Vendor(s)or other provider of goods and/or
services, its officers, agents, servants, employees, vendors and subvendors who act on
behalf of the entity under a contract with the City of Fort Worth.
3.0 PUBLIC INFORMATION
Any information submitted to the City of Fort Worth (the "City") may be requested by a
member of the public under the Texas Public Information Act. See TEX. GOVT CODE
ANN. §§ 552.002, 552.128(c) (West Supp. 2006). If the City receives a request for a
Seller's proprietary information, the Seller listed in the request will be notified and
given an opportunity to make arguments to the Texas Attorney General's Office (the
"AG") regarding reasons the Seller believes that its information may not lawfully be
released. If Seller does not make arguments or the AG rejects the arguments Seller
makes, Seller's information will be released without penalty to the City.
4.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any
contract with Buyer or be financially interested, directly or indirectly, in the sale to
Buyer of any land, materials, supplies or services, except on behalf of Buyer as an
officer or employee. Any willful violation of this section shall constitute malfeasance in
office, and any officer or employee found guilty thereof shall thereby forfeit his office
or position. Any violation of this section with the knowledge, expressed or implied, of
the person or corporation contracting with the City Council shall render the contract
invalid by the City Manager or the City Council. (Chapter XXVII, Section 16, City of
Fort Worth Charter)
5.0 ORDERS
5.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors
who act on behalf of various City departments, bodies or agencies are authorized
to place orders for goods and/or services without providing approved contract
numbers, purchase order numbers, or release numbers issued by the Buyer. The only
exceptions are Purchasing Card orders and emergencies pursuant to Texas Local
Government Code Section 252.022(a)(1), (2), or (3). In the case of emergencies,
the Buyer's Purchasing Division will place such orders.
5.2 Acceptance of an order and delivery on the part of the Seller without an approved
contract number, purchase order number, or release number issued by the Buyer
may result in rejection of delivery, return of goods at the Seller's cost and/or non-
payment.
6.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice. Each shipping
container, shall be clearly and permanently marked as follows: (a) Seller's name and
address: (b) Consignee's name, address and purchase order or purchase change order
number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes;
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and (d) Number of the container bearing the packing slip. Seller shall bear the cost of
packaging unless otherwise provided. Goods shall be suitably packed to secure lowest
transportation costs and to conform to requirements of common carriers and any
applicable specifications. Buyer's count or weight shall be final and conclusive on
shipments not accompanied by packing lists.
7.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of
lading will operate as a tender of goods.
8.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually
receives and takes possession of the goods at the point or points of delivery after
inspection and acceptance of the goods.
9.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed, unless delivery
terms are specified otherwise in Seller's proposals. Buyer agrees to reimburse
Seller for transportation costs in the amount specified in Seller's proposals or actual
costs, whichever is lower, if the quoted delivery terms do not include transportation
costs; provided, Buyer shall have the right to designate what method of transportation
shall be used to ship the goods.
10.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order,
purchase change order, or release order.
11.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them.
Seller shall be responsible for all charges for the return to Seller of any goods rejected
as being nonconforming under the specifications.
12.0 INVOICES
12.1 Seller shall submit separate invoices in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase order
or purchase change order number. Invoices shall be itemized and transportation
charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, should be attached to the invoice. Seller shall mail or deliver
invoices to Buyer's Department and address as set forth in the block of the purchase
order, purchase change order or release order entitled "Ship to." Payment shall not
be made until the above instruments have been submitted after delivery and
acceptance of the goods and/or services.
12.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The
Buyer shall furnish a tax exemption certificate upon Seller's request.
13.0 PRICE WARRANTY
13.1 The price to be paid by Buyer shall be that contained in Seller's proposals
which Seller warrants to be no higher than Seller's current prices on orders by
others for products and services of the kind and specification covered by this
agreement for similar quantities under like conditions and methods of
purchase. In the event Seller breaches this warranty, the prices of the items
shall be reduced to the prices contained in Seller's proposals, or in the
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alternative upon Buyer's option, Buyer shall have the right to cancel this
contract without any liability to Seller for breach or for Seller's actual expense.
Such remedies are in addition to and not in lieu of any other remedies which
Buyer may have in law or equity.
13.2 Seller warrants that no person or selling agency has been employed or retained to
solicit or secure this contract upon an agreement or understanding for commission,
percentage, brokerage or contingent fee, excepting employees of an established
commercial or selling agency that is maintained by Seller for the purpose of securing
business. For breach or violation of this warranty, Buyer shall have the right, in addition
to any other right or rights arising pursuant to said purchase(s), to cancel this contract
without liability and to deduct from the contract price such commission percentage,
brokerage or contingent fee, or otherwise to recover the full amount thereof.
14.0 PRODUCT WARRANTY
Seller shall not limit or exclude any express or implied warranties and any attempt to do
so shall render this contract voidable at the option of Buyer. Seller warrants that the
goods furnished will conform to Buyer's specifications, drawings and descriptions listed
in the proposal invitation, and the sample(s) furnished by Seller, if any. In the event
of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's
specifications shall govern.
15.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards
promulgated by the U.S. Department of Labor under the Occupational Safety and Health
Act (OSHA) of 1970, as amended. In the event the product does not conform to OSHA
standards, Buyer may return the product for correction or replacement at Seller's
expense. In the event Seller fails to make appropriate correction within a reasonable
time, any correction made by Buyer will be at Seller's expense. Where no correction is
or can be made, Seller shall refund all monies received for such goods within thirty (30)
days after request is made by Buyer in writing and received by Seller. Notice is
considered to have been received upon hand delivery, or otherwise in accordance with
Section 29.0 of these terms and conditions. Failure to make such refund shall constitute
breach and cause this contract to terminate immediately.
16.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services, and unless
otherwise agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-
exclusive, nontransferable, royalty free license to use the software. This software is
"proprietary" to Seller, and is licensed and provided to the Buyer for its sole use for
purposes under this Agreement and any attached work orders or invoices. The City
may not use or share this software without permission of the Seller; however Buyer
may make copies of the software expressly for backup purposes.
17.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
17.1 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software,
analyses, applications, methods, ways, and processes (in this Section each
individually referred to as a "Deliverable" and collectively as the "Deliverables,")
do not infringe upon or violate any patent, copyrights, trademarks, service
marks, trade secrets, or any intellectual property rights or other third party
proprietary rights, in the performance of services under this Agreement.
17.2 SELLER shall be liable and responsible for any and all claims made against the
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City for infringement of any patent, copyright, trademark, service mark, trade
secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s) in the course of performance or completion of, or in any way
connected with providing the services, or the City's continued use of the
Deliverable(s) hereunder.
17.3 SELLER agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney's fees, any claim or action against
the City for infringement of any patent, copyright, trade mark, service mark,
trade secret, or other intellectual property right arising from City's use of the
Deliverable(s), or any part thereof, in accordance with this Agreement, it being
understood that this agreement to indemnify, defend, settle or pay shall not apply
if the City modifies or misuses the Deliverable(s). So long as SELLER bears the
cost and expense of payment for claims or actions against the City pursuant to
this section 8, SELLER shall have the right to conduct the defense of any
such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, City shall have the right to fully
participate in any and all such settlement, negotiations, or lawsuit as necessary
to protect the City's interest, and City agrees to cooperate with SELLER in doing
so. In the event City,for whatever reason, assumes the responsibility for payment
of costs and expenses for any claim or action brought against the City for
infringement arising under this Agreement, the City shall have the sole right to
conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim;
however, SELLER shall fully participate and cooperate with the City in defense
of such claim or action. City agrees to give SELLER timely written notice of any
such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, the City's assumption of payment of costs or
expenses shall not eliminate SELLER's duty to indemnify the City under this
Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the
use thereof is enjoined or restrained or, if as a result of a settlement or
compromise, such use is materially adversely restricted, SELLER shall, at its own
expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make
them/it non-infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or
(c) replace the Deliverable(s)with equally suitable, compatible, and functionally
equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if
none of the foregoing alternatives is reasonably available to SELLER, terminate
this Agreement, and refund all amounts paid to SELLER by the City,
subsequent to which termination City may seek any and all remedies available to
City under law.
18.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas,
processes, methods, programs, and manuals that were developed, prepared, conceived, made or
suggested by the Seller for the City pursuant to a Work Order, including all such developments as
are originated or conceived during the term of the Contract and that are completed or reduced to
writing thereafter (the "Work Product") and Seller acknowledges that such Work Product may be
considered "work(s) made for hire" and will be and remain the exclusive property of the City. To
the extent that the Work Product, under applicable law, may not be considered work(s) made for
hire, Seller hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns
exclusively to Buyer, all rights, title and ownership interests, including copyright, which Seller may
have in any Work Product or any tangible media embodying such Work Product, without the
necessity of any further consideration, and Buyer shall be entitled to obtain and hold in its own
RFQuote No. 17-0187, SUPPORT PLANS FOR NICELET FT-IR SPECTROMETER EQUIPMENT
Page 13 of 19
name, all Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of
its vendors hereby waives any property interest in such Work Product.
19.0 NETWORK ACCESS
The City owns and operates a computing environment and network (collectively the "Network"). If
Seller requires access, whether onsite or remote, to the City's network to provide services
hereunder, and the Seller is required to utilize the Internet, Intranet, email, City database, or other
network application, Seller shall separately execute the City's Network Access Agreement prior to
providing such services. A copy of the City's standard Network Access Agreement can be
provided upon request.
20.0 CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any part of the
undelivered portion of this order if Seller breaches any of the terms hereof, including warranties of
Seller. Such right of cancellation is in addition to and not in lieu of any other remedies, which
Buyer may have in law or equity.
21.0 TERMINATION
The performance of work or purchase of goods under this order may be terminated in whole or in
part by Buyer, with or without cause, at any time upon the delivery to Seller of a written "Notice of
Termination" specifying the extent to which performance of work or the goods to be purchased
under the order is terminated and the date upon which such termination becomes effective. Such
right of termination is in addition to and not in lieu of any other termination rights of Buyer as set
forth herein.
22.0 ASSIGNMENT/DELEGATION
No interest, obligation or right of Seller, including the right to receive payment, under this contract
shall be assigned or delegated to another entity without the express written consent of Buyer. Any
attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all
purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent, Seller
agrees that Seller shall provide, at no additional cost to Buyer, all documents, as determined by
Buyer, that are reasonable and necessary to verify Seller's legal status and transfer of rights,
interests, or obligations to another entity. The documents that may be requested include, but are
not limited to, Articles of Incorporation and related amendments, Certificate of Merger, IRS Form
W-9 to verify tax identification number, etc. Buyer reserves the right to withhold all payments to
any entity other than Seller, if Seller is not in compliance with this provision. If Seller fails to
provide necessary information in accordance with this section, Buyer shall not be liable for any
penalties, fees or interest resulting therefrom.
23.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by
consideration in writing and is signed by the aggrieved party.
24.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both parties.
25.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement
between Buyer and Seller shall consist of these Standard Terms and Conditions together with
any applicable proposal documents published by the Buyer and Seller's Response to such
proposal (the "contract documents"). This Agreement is intended by the parties as a final
expression of their agreement and is intended also as a complete and exclusive statement of the
terms of their agreement. No course of prior dealings between the parties and no usage of trade
shall be relevant to supplement or explain any term used in this Agreement. Acceptance of or
RFQuote No. 17-0187, SUPPORT PLANS FOR NICELET FT-IR SPECTROMETER EQUIPMENT
Page 14 of 19
acquiescence in a course of performance under this Agreement shall not be relevant to determine
the meaning of this Agreement even though the accepting or acquiescing party has knowledge of
the performance and opportunity for objection. Whenever a term defined by the Uniform
Commercial Code (UCC) is used in this Agreement, the definition contained in the UCC shall
control. In the event of a conflict between the contract documents, the order of precedence shall
be these Standard Terms and Conditions, the Buyer's published proposal documents and the
Seller's response. If Buyer and Seller have otherwise negotiated a contract, this Agreement shall
not apply.
26.0 APPLICABLE LAW/VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform
Commercial Code" or "UCC" is used. It shall be construed as meaning the Uniform Commercial
Code as adopted and amended in the State of Texas. Both parties agree that venue for any
litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract
shall be governed, construed and enforced under the laws of the State of Texas.
27.0 INDEPENDENT VENDOR(S)
Seller shall operate hereunder as an independent Vendor(s) and not as an officer,
agent, servant or employee of Buyer. Seller shall have exclusive control of, and the
exclusive right to control, the details of its operations hereunder, and all persons
performing same, and shall be solely responsible for the acts and omissions of its
officers, agents, employees, vendors and sub- vendors. The doctrine of respondeat
superior shall not apply as between Buyer and Seller, its officers, agents, employees,
vendors and subvendors. Nothing herein shall be construed as creating a partnership
or joint enterprise between Buyer and Seller, its officers, agents, employees, vendors
and subvendors.
28.0 LIABILITY AND INDEMNIFICATION.
28.1 LIABILITY - SELLER SHALL 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 SELLER, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
28.2 INDEMNIFICATION -SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY,
HOLD HARMLESS AND DEFEND THE CITY (ALSO REFERRED TO AS BUYER), ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY
AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS, AND ANY RESULTING
LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY
INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF SELLER, ITS
OFFICERS, AGENTS, SUBVENDOR(S)S, SERVANTS OR EMPLOYEES.
29.0 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any
reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this agreement, which
RFQuote No. 17-0187, SUPPORT PLANS FOR NICELET FT-IR SPECTROMETER EQUIPMENT
Page 15 of 19
agreement shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
30.0 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal
period for payments due under this contract, then Buyer will immediately notify Seller
of such occurrence and this contract shall be terminated on the last day of the fiscal
period for which funds have been appropriated without penalty or expense to Buyer of
any kind whatsoever, except to the portions of annual payments herein agreed upon for
which funds shall have been appropriated and budgeted or are otherwise available.
31.0 NOTICES TO PARTIES
Notices addressed to Buyer pursuant to the provisions hereof shall be conclusively
determined to have been delivered three (3) business days following the day such
notice is deposited in the United States mail, in a sealed envelope with sufficient
postage attached, addressed to Purchasing Manager, City of Fort Worth, Purchasing
Division, 200 Texas Street, Fort Worth, Texas 76102. Notices to Seller shall be
conclusively determined to have been delivered three (3) business days following the
day such notice is deposited in the United States mail, in a sealed envelope with
sufficient postage attached, addressed to the address given by Seller in its response to
Buyer's invitation to proposals. Or if sent via express courier or hand delivery,
notice is considered received upon delivery.
32.0 NON-DISCRIMINATION
This contract is made and entered into with reference specifically to Chapter 17,
Article III, Division 3 ("Employment Practices"), of the City Code of the City of Fort
Worth (1986), as amended, and Seller hereby covenants and agrees that Seller, its
employees, officers, agents, vendors or subvendors, have fully complied with all
provisions of same and that no employee, participant, applicant, Vendor(s)or
subVendor(s)has been discriminated against according to the terms of such Ordinance
by Seller, its employees, officers, agents, Vendor(s)or subvendors herein.
33.0 IMMIGRATION NATIONALITYACT
City actively supports the Immigration & Nationality Act (INA) which includes provisions
addressing employment eligibility, employment verification, and nondiscrimination. Vendor shall
verify the identity and employment eligibility of all employees who perform work under this
Agreement. Vendor shall complete the Employment Eligibility Verification Form (1-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees,
and upon request, provide City with copies of all 1-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall
establish appropriate procedures and controls so that no services will be performed by any
employee who is not legally eligible to perform such services. Vendor shall provide City with a
certification letter that it has complied with the verification requirements required by this
Agreement. Vendor shall indemnify City from any penalties or liabilities due to violations of this
provision. City shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
34.0 HEALTH, SAFETY, AND ENVIRONMENTAL REQUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed
all applicable health, safety, and the environmental laws, requirements, and standards.
In addition, Seller agrees to obtain and pay, at its own expense, for all licenses,
permits, certificates, and inspections necessary to provide the products or to perform
the services hereunder. Seller shall indemnify Buyer from any penalties or liabilities
RFQuote No. 17-0187, SUPPORT PLANS FOR NICELET FT-IR SPECTROMETER EQUIPMENT
Page 16 of 19
due to violations of this provision. Buyer shall have the right to immediately terminate
this Agreement for violations of this provision by Seller.
35.0 RIGHT TO AUDIT
Seller agrees that the Buyer, or Buyer's authorized representative, shall, until the
expiration of three (3) years after final payment under this contract, and at no
additional cost to Buyer, have access to and the right to examine and copy any directly
pertinent books, computer disks, digital files, documents, papers and records of the
Seller involving transactions relating to this contract, including any and all records
maintained pursuant to Section 31 of this Agreement. Seller agrees that the Buyer
shall have access, during normal working hours, to all necessary Seller facilities, and
shall be provided adequate and appropriate workspace, in order to conduct audits in
compliance with the provisions of this section. Buyer shall pay Seller for reasonable
costs of any copying in accordance with the standards set forth in the Texas
Administrative Code. The Buyer shall give Seller reasonable advance written notice of
intended audits, but no less than ten (10) business days.
36.0 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA),
Seller warrants that it and any and all of its subvendors will not unlawfully discriminate
on the basis of disability in the provision of services to general public, nor in the
availability, terms and/or conditions of employment for applicants for employment with,
or employees of Seller or any of its subvendors. Seller warrants it will fully comply with
ADA's provisions and any other applicable federal, state and local laws concerning
disability and will defend, indemnify and hold Buyer harmless against any claims or
allegations asserted by third parties or subvendors against Buyer arising out of Seller's
and/or its subvendor's alleged failure to comply with the above-referenced laws
concerning disability discrimination in the performance of this agreement.
37.0 DISPUTE RESOLUTION
If either Buyer or Seller has a claim, dispute, or other matter in question for breach of
duty, obligations, services rendered or any warranty that arises under this Agreement,
the parties shall first attempt to resolve the matter through this dispute resolution
process. The disputing party shall notify the other party in writing as soon as practicable
after discovering the claim, dispute, or breach. The notice shall state the nature of the
dispute and list the party's specific reasons for such dispute. Within ten (10) business
days of receipt of the notice, both parties shall make a good faith effort, either through
email, mail, phone conference, in person meetings, or other reasonable means to
resolve any claim, dispute, breach or other matter in question that may arise out of, or
in connection with this Agreement. If the parties fail to resolve the dispute within sixty
(60) days of the date of receipt of the notice of the dispute, then the parties may submit
the matter to non-binding mediation upon written consent of authorized representatives
of both parties in accordance with the Industry Arbitration Rules of the American
Arbitration Association or other applicable rules governing mediation then in effect. If
the parties cannot resolve the dispute through mediation, then either party shall have
the right to exercise any and all remedies available under law regarding the dispute.
38.0 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
Seller acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, the City is prohibited from entering into a contract with a company for goods or
RFQuote No. 17-0187, SUPPORT PLANS FOR NICELET FT-IR SPECTROMETER EQUIPMENT
Page 17 of 19
services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The
terms "boycott Israel' and "company" shall have the meanings ascribed to those terms in
Section 808.001 of the Texas Government Code. By signing this contract, Seller certifies
that Seller's signature provides written verification to the City that Seller: (1) does not
boycott Israel; and (2)will not boycott Israel during the term of the contract.
Revised August 31, 2017.
RFQuote No. 17-0187, SUPPORT PLANS FOR NICELET FT-IR SPECTROMETER EQUIPMENT
Page 18 of 19
ATTACHMENT A—CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who
contracts or seeks to contract for the sale or purchase of property, goods, or services with a local
governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ
("Questionnaire") the person's affiliation or business relationship that might cause a conflict of
interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort
Worth City Secretary no later than seven days after the date the person begins contract
discussions or negotiations with the City, or submits an application or response to a request for
proposals or bids, correspondence, or another writing related to a potential agreement with the
City. Updated Questionnaires must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also
available at http://www.ethics.state.tx.us/forms/CIQ.pdf.
If you have any questions about compliance, please consult your own legal counsel. Compliance is
the individual responsibility of each person or agent of a person who is subject to the filing
requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that you
might have with the City, state Vendor name in the#1, use N/A in each of the areas on the
form. However, a signature is required in the#4 box in all cases.
RFQuote No. 17-0187, SUPPORT PLANS FOR NICELET FT-IR SPECTROMETER EQUIPMENT
Page 19 of 19
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 4 84th Leg., Regular session. OFFICE t1SEONLY
This questionnaire is being filed in accordancewith Chapter 176,Local Government Code, oafs aac �
by a vendorwho has a business relationship as defined by Section 176.001(1-a)with a local
governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filedwith the records administrator of the local governmental
entity not later than the 7th business day after the date the vendor becomes aware of facts
that require the statement to be filed. See Section 176.006(a-1),Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local
Government Code.An offense under this section is a misdemeanor.
!J Name of vendor who has a business relationship with local governmental entity.
2 X Check this 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 7th business day after the date on which you became aware that the originally filed questionnaire was
incomplete or inaccurate.)
3
Name of local government officer about whom the Information in this section is being disclosed.
N/A
Name of Officer
This section (item 3 including subparts A, B, C, & D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional
pages to this Form 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 F-1No
B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local
government officer named in this section AND the taxable income is not received from the local governmental entity?
F] Yes F] No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director, or holds an ownership interest of one percent or more?
Yes F7No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
Mesa -he gwm
01/26/18
Signature of vendor doing business with the governmental entity Date
Adopted 817/2015
Kt-UUObe IVO. -1/-U Ill/, OW-t-UN I F-LHIVJ t-UN 1VIULLC I t- I-IN Jf'Cl.I KUIVIL I tzN LUUWIVILIV 1
Page 20 of 19
ATTACHMENT B—SUPPLIER CONTACT INFORMATION
Supplier's Name: Thermo Electron North America LLC
Supplier's Local Address: 1400 Northpoint Parkway, Suite 10 West Palm Beach, FL 33407
Phone: 800-532-4752 Fax: 877-818-5198
Email:
Name of persons to contact when placing an order or invoice questions:
Name/Title Doug Olson, Service Contract Sales Specialist
Phone: 800-532-4752 ext 3216275 Fax: 877-867-8945
Email: doug.olson@thermofisher.com
Name/Title Contract Administration Department
Phone: 800-532-4752 Fax: 877-867-8945
Email: contract-admin@thermofisher.com
Name/Title
Phone: Fax:
Email:
�2Ja �Y�crJot�
Resa Ferguson 01/26/18
Signature Printed Name Date
RFQuote No. 17-0187, SUPPORT PLANS FOR NICELET FT-IR SPECTROMETER EQUIPMENT
Page 21 of 19
Thermo Electron North America LLC SUPPORT PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 20915157/-2
West Palm Beach, FL 33407-1976 Coverage Start Date: January 01,2018—
Coverage
018Covera a End Date: December 31,2018
Quotation Expires: February 28, 2018
ELIZABETH VAN
CITY OF FORT WORTH
3616 E LANCASTER AVENUE
FORT WORTH TX 76103
Phone: 817-392-4507
Fax:
Email: ELIZABETH.VANQa FORTWORTHGOV.ORG
Dear ELIZABETH VAN,
Thank you for purchasing a Support Plan for your Thermo Scientific instrumentation. When you purchased your Thermo
Scientific product, you gained a partner that is committed to your long term success. We understand the challenges you
face today: increasing productivity and reducing costs, while achieving better results in less time.
According to our records, the Support Plan coverage for your Thermo Scientific product is nearing expiration. We have
attached a quotation to continue your Support Plan coverage that will help you gain the greatest value from your
technology investment by maintaining top performance from your instruments, maximizing uptime and productivity, and
eliminating the uncontrollable cost of unplanned maintenance and repairs. We ask that you please review the attached
quotation.
If you wish to accept this quotation, please sign the attached copy and return it, with your fax or hard copy Purchase
Order to: Thermo Electron North America LLC, 5225 Verona Road, Madison, WI 53711 or fax to 877-867-8945.
We have included a document that summarizes the information in our database relating to your instrument. Please
review this summary for accuracy. To update your information we ask that you simply fax the changes to the number
provided on the summary. This will help us provide quick and accurate delivery, whether you need parts, technical
support or service.
Thank you for your continued patronage. If you have any questions or concerns, please do not hesitate to contact us at
1-800-532-4752. Please use the document number shown at the top of this letter to reference this quotation or your
instrument serial number listed in the quotation.
Sincerely,
DOUGLAS OLSON
A Pan ofThermo Fisher
S C I E N T I F I C
Page 1 of 8
Thermo Electron North America LLC SUPPORT PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 20915157/-2
West Palm Beach, FL 33407-1976 Coverage Start Date: January 01,2018
Coverage End Date: December 31, 2018
Quotation Expires: February 28,2018
ELIZABETH VAN
CITY OF FORT WORTH
3616 E LANCASTER AVENUE
FORT WORTH TX 76103
Phone: 817-392-4507
Fax:
Email: ELIZABETH.VAN@FORTWORTHGOV.ORG
Customer agrees to make full payment within thirty days of invoice. Alternative payments are available at an additional
finance fee. Prices shown on this sheet are exclusive of all state, local, use, excise and/or other taxes.
Material Description Serial Number Price
912AO581 Nicolet 6700 Optical Spectrometer Mainfr AHR0600178
Coverage: UNITY ESSENTIAL PLAN-NICOLET FT-IR 5,485.00 USD
1 VALPRO Annual Certification 1,508.00 USD
912AO534 Nicolet 4700 FT-IR Spectrometer Mainfram AFZ0600554
Coverage: UNITY ESSENTIAL PLAN-NICOLET FT-IR 5,140.00 USD
1 VALPRO Annual Certification 1,508.00 USD
UNITY ESSENTIAL SUPPORT PLAN FTIR and RAMAN
Essential Support Plan Features:
Unlimited number of demand on-site service visits with a maximum 72-hour response
Engineer labor and travel is included
Priority status for technical support inquiries
One (1) scheduled Preventative Maintenance visit
Kit of basic consumables required for routine Preventive Maintenance
Factory-certified replacement parts included
10% discount on Institute based or on-site Trainings purchased during the contract validity period. Application or
method development courses are excluded.
20%discount on Software Upgrades
15%discount on Raman Lasers
Software updates and notifications. Updates are defined as Software revisions that provide minor changes that are
needed to correct or improve the previous version of the software. Software updates are normally indicated by a software
revision number change e.g.version 1.1 to version 1.2.
Computers purchased from Thermo and are required for the operation of the system is covered under a Support Plan.
Replacements of Computers that require an Upgrade to new operating systems are not included in a Support Plan.
One time 10%discount on Parts, Accessories or Consumables for end user during active contract. Contact our parts
group at Unity Priority line 1-877-594-3224 and mention the Loyalty PACs program.
Base Coverage Exclusions:
Computers not provided and installed with the system by Thermo Fisher. Hardware and Operating System upgrades,
replacing a HD with larger capacity.
Software version upgrades are not provided under a Support Plan Upgrades are normally indicated by a software
version number change e.g.version 1.2 to version 2.0.
Buy-in parts and engineering specials.
Consumable items such as cassettes, diskettes, external cables, gas cells, gaskets, grease, ink, light bulbs o-rings,
ribbons temperature controllers and paper.
Unless covered by a specific contract option, third party accessories, GC ovens, autosamplers, mapping stages, all
Raman lasers, 960 Raman lasers iS50 ATR ModulejS50 Beamsplitter Exchanger and sampling accessones(including
spectra-tech and Smart Accessories) ATR crystals.
Complete system replacement is not covered under contract.
Validation Service Notes:
When ValPro or Val-Q validation services are purchased as part of the support plan, the appropriate validation software
package is required. If validation software is not currently installed on the-system please contact your local Service Call
Center to purchase the appropriate validation software package.
A Part OfThermo Fisher
S C I E N T I F I C
Page 2 of 8
Thermo Electron North America LLC SUPPORT PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 20915157/-2
West Palm Beach, FL 33407-1976 Coverage Start Date: January 01, 2018-
Coverage
018Covera a End Date: December 31, 2018
Quotation Expires: February 28, 2018
ELIZABETH VAN
CITY OF FORT WORTH
3616 E LANCASTER AVENUE
FORT WORTH TX 76103
Phone: 817-392-4507
Fax:
Material Description Serial Number Price
840-145300 Smart Orbit for Nicolet iS10, iS50, X700
Coverage: Nicolet FT-IR Options 429.00 USD
UNITY ESSENTIAL SUPPORT PLAN FTIR and RAMAN
Essential Support Plan Features:
Unlimited number of demand on-site service visits with a maximum 72-hour response
Engineer labor and travel is included
Priority status for technical support inquiries
One (1) scheduled Preventative Maintenance visit
Kit of basic consumables required for routine Preventive Maintenance
Factory-certified replacement parts included
10% discount on Institute based or on-site Trainings purchased during the contract validity period. Application or
method development courses are excluded.
20%discount on Software Upgrades
15%discount on Raman Lasers
Software updates and notifications. Updates are defined as Software revisions that provide minor changes that are
needed to correct or improve the previous version of the software. Software updates are normally indicated by a software
revision number change e.g. version 1.1 to version 1.2.
Computers purchased from Thermo and are required for the operation of the system is covered under a Support Plan.
Replacements of Computers that require an Upgrade to new operating systems are not included in a Support Plan.
One time 10% discount on Parts, Accessories or Consumables for end user during active contract. Contact our parts
group at Unity Priority line 1-877-594-3224 and mention the Loyalty PACs program.
Base Coverage Exclusions:
Computers not provided and installed with the system by Thermo Fisher. Hardware and Operating System upgrades,
replacing a HD with larger capacity.
Software version upgrades are not provided under a Support Plan Upgrades are normally indicated by a software
version number change e.g. version 1.2 to version 2.0.
Buy-in parts and engineering specials.
Consumable items such as cassettes, diskettes, external cables, gas cells, gaskets, grease, ink, light bulbs o-rings,
ribbons temperature controllers and paper.
Unless covered by a specific contract option, third party accessories, GC ovens, autosamplers, mapping stages, all
Raman lasers, 960 Raman lasers iS50 ATR ModulejS50 Beamsplitter Exchanger and sampling accessones(including
spectra-tech and Smart Accessories) ATR crystals.
Complete system replacement is not covered under contract.
Validation Service Notes:
When Val Pro or Val-0 validation services are purchased as part of the support plan, the appropriate validation software
package is required. If validation software is not currently installed on the system please contact your local Service Call
Center to purchase the appropriate validation software package.
A Part ofThermo Fisher
S C I E N T I F I C
Page 3 of 8
Thermo Electron North America LLC SUPPORT PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 20915157/-2
West Palm Beach, FL 33407-1976 Coverage Start Date: January 01,2018
Coverage End Date: December 31,2018
Quotation Expires- February 28,2018
ELIZABETH VAN
CITY OF FORT WORTH
3616 E LANCASTER AVENUE
FORT WORTH TX 76103
Phone: 817-392-4507
Fax:
"OPTION YEAR PRICING"
BASE YEAR: 1/01/2018 THRU 12/31/2018$14,070.00
Option Year 1: 1/01/2019 THRU 12/31/2019$14,492.00
Option Year 2: 1/01/2020 THRU 12/31/2020 $14,927.00
Option Year 3: 1/01/2021 THRU 12/31/2021 $15,375.00
"NOTE: Thermo Electron North America LLC offers to supply its commercial products and services described in its
proposal subject to the terms and conditions of products and services attached and incorporated into its bid response.
Thermo Electron North America LLC objects to additional terms in the RFQ unless it has expressly mentions and accepts
the provision in writing in its bid response. In the event of a conflict between any of the Thermo Electron North America
LLC terms and conditions and those contained in the City of Fort Worth RFQ#: 17-0187 terms and conditions, the terms
of Thermo Electron North America LLC shall prevail. We are available to negotiate mutually acceptable terms. "'
Support Plan Sub-Total 14,070.00 USD
Support Plan Total 14,070.00 USD
Thermo Fisher Scientific looks forward to providing service on those instruments specified above subject to the terms and
conditions stated on the attached document. As an authorized representative of the Buyer, our signature below creates
an Agreement to buy the services listed above and your acceptance of the Terms and Conditions on the following pages
as the sole and exclusive terms for your purchase. If you have questions, please call 800-532-4752 to contact your
support plan specialist DOUGLAS OLSON.
ACCEPTANCE OF SUPPORT PLAN
CITY OFF ORTH Thermo Electron North America, LLC
01/26/18
Signature Date Signature Date
Support Plan Specialist
PO Number
APanofThermoFisher
S C I E N T I F I C
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Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
Support Plan Terms and Conditions
1. GENERAL. Thermo Electron North America LLC ("Seller")hereby offers for sale to the buyer named on the face hereof("Buyer")the products("Products")and/or annual support plans
(#Support Plan(s)")and billable services(#Technical Support")[Support Plans and Technical Support may be referred to collectively as#Services"]as listed on the face hereof on the express condition
that Buyer agrees to accept and be bound by the terms and conditions set forth herein(#Agreement"). Any new or different provisions contained in any document issued by Buyer in response to this
offer are expressly rejected;and if Buyer's response is deemed to be an offer,this document is a rejection of Buyer's offer and a counter offer by Seller and shall not constitute acceptance of any
proposal by Buyer. Buyer's receipt of Products or Seller's commencement of Services hereunder will constitute Buyer's acceptance of this Agreement.This is the final,complete and exclusive
statement of the contract between Seller and Buyer with respect to Buyer's purchase of Products and Services specified herein,which terms may not be altered in any way by Buyer's purchase order
terms. No waiver,consent,modification,amendment or change of the terms contained herein shall be binding upon Seller unless agreed in writing and signed by Seller. Seller's failure to object to
additional or different terms contained in any subsequent communication from Buyer will not be a waiver or modification of the terms set forth herein and all such proposals contained in Buyer's order
are subject to acceptance in writing by an authorized representative of Seller.
2. PRICE. All prices published by Seller or Seller's representatives may be changed at any time without notice. All prices quoted by Seller or Seller's representatives are valid for thirty(30)
days,unless otherwise stated in writing. All prices for the Products or Services will be as specified by Seller or,if no price has been specified or quoted,will be Seller's standard prices in effect at the
time of shipment of Products or delivery of Services. All prices are subject to adjustment on account of specifications,quantities,raw materials,cost of production,shipment arrangements or other terms
or conditions that are not part of Seller's original quotation. Unless otherwise stated in the quotation,the quoted rate for Technical Support includes Work Time,Travel Time and Standby Time in
accordance with the following schedule and conditions;except that Technical Support requested without at least seven(7)days advanced notification shall be subject to airfare charges in addition to the
Standard Rate.
Work Time#shall include all hours that Seller's service personnel are on the Buyer's job site,either working or ready for work and shalt be payable at the applicable specified rates.
Travel Time#shall include the time spent by Seller's service personnel in traveling between their customary headquarters and the Buyer's job site and in returning(including travel occurring on
Saturdays,Sundays and holidays). Except as otherwise stated in the Services quotation,Travel Time will be invoiced per diem at the applicable Travel Zone rates in Seller's standard service list prices.
Air travel and car hire related expenses will be charged in addition to the daily rate at cost plus a 10%administration fee.
Standby Time#shall include the time that Seller agrees in writing,at its sole discretion,to reserve its service personnel to be ready to perform work for the Buyer,whether on the job site or not,up to a
maximum of 8 hours a day,between the hours of 8:00 a.m.and 5:00 p.m.,local standard time on Saturdays,Sundays and holidays. Standby Time shall be paid for at the special rates quoted by Seller
at the time of Buyer's request or,if none,at the current Double Time Rate;and Standby Time preceded and/or followed by Work Time is cumulative in determining Overtime.
Standard Rate#the Service rate quoted by Seller that shall be paid for time worked on a regular schedule of eight(8)hours per day,Monday through Friday(excluding Seller's holidays),between 8:00
a.m.and 5:00 p.m.local standard time.
Overtime Rate If if applicable for the quoted Services,the rate of one and a half times the Standard Rate shall be paid for any time worked in excess of eight(8)hours or between the hours of 5:00 p.m.
and 8:00 a.m.local standard time;but not exceeding sixteen(16)hours per day,Monday through Friday,and for any time on Saturdays,not to exceed sixteen(16)hours.Overtime shall be billed in 30
minute blocks;or longer time blocks,if quoted by the Supplier.
Double Time Rate#the rate of twice the Standard Rate shall be paid for time worked in excess of sixteen(16)hours per day,without a six(6)hour break,Monday through Friday,and for all time on
Saturdays,Sundays and holidays. Holidays shall be those observed by Seller.
3. TAXES AND OTHER CHARGES. Prices for the Products and Services exclude all sales,use,value added and other taxes and duties imposed with respect to the sale,delivery,or use of
any Products or Services covered hereby,all of which taxes and duties must be paid by Buyer. If Buyer claims any exemption,Buyer must provide a valid,signed certificate or letter of exemption for
each respective jurisdiction.
4. TERMS OF PAYMENT. Seller may invoice Buyer immediately for the single lump sum amount equal to the total charges for the initial Term of a Support Plan,upon shipment of Products or
upon completion of Technical Support for the price and all other charges payable by Buyer in accordance with the terms on the face hereof. If no payment terms are stated on the face hereof,payment
shall be net thirty(30)days from the date of invoice. International Technical Support may require payment in advance.Buyer will grant a security interest in the Products sold under this Agreement until
payment of the full purchase price to Seller in accordance with Article 9-103 of Uniform Commercial Code-Secured Transactions. If Buyer fails to pay any amounts when due,Buyer shall pay Seller
interest thereon at the greater of a periodic rate of one and one-half percent(1.5%)per month or the highest rate stipulated by applicable law,together with 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 Seller's rights hereunder. Seller reserves the right
to require from Buyer full or partial payment in advance,or other security that is satisfactory to Seller,at any time that Seller believes in good faith that Buyer's financial condition does not justify the terms
of payment specified. All payments shall be made in U.S.Dollars unless otherwise specified in Seller's invoice.
5.A.PRODUCT DELIVERY.All Products will be shipped to the destination specified by Buyer,FCA(INCOTERMS 2010)at OEM shipping point or Seller's distribution facility,as applicable,which will
vary depending on Product type and availability and may include points outside the United States(U.S.)(inquire for specific shipping point information). Notwithstanding specified INCOTERMS,Seller
shall select carrier on Buyer's behalf and Seller agrees to arrange transportation of Products to Buyer's destination,and to act as the importer of record on behalf of Buyer to clear the Products through
U.S.customs. All freight,taxes,duties and insurance,if any,charges shall be prepaid and added to Buyer's invoice.Seller may,at its election,make partial shipments of the Products and invoice each
shipment separately. Seller reserves the right to withhold shipments in whole or in part and/or terminate any Services,if Buyer fails to make any payment to Seller when due or otherwise fails to perform
its obligations hereunder. Seller's termination of Services will not relieve Buyer's obligation to pay all amounts due for Services provided by Seller prior to the termination date. 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 control. In the event of
a delay due to any cause beyond Seller's 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
entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay.
5.B. CANCELLATION OR CHANGES BY BUYER If Buyer requests that Seller delay delivery of Products for any reason,Seller may place Products in storage at Buyer's risk and expense and for
Buyer's account. Orders in process may be cancelled only with Seller's written consent and upon payment of Seller's cancellation charges. Orders in process may not be changed except with Seller's
written consent and upon agreement by the parties as to an appropriate adjustment in the purchase price therefor. Credit will not be allowed for Products returned without the prior written consent of
Seller. Before returning any item,contact Seller's Order Administration Department for a Return Material Authorization(RMA)number at(800)532-4752.Buyer may need to complete an RMA Form
which includes a Hazard Free Form and/or Instrument Contamination Data Form. If authorized by Seller,Buyer must return items to Seller in their original or equivalent packaging,prepay shipping
charges,and insure the shipment or accept the risk if the item is lost or damaged in shipment. In addition,Seller reserves the right to charge the Buyer the list price for missing components or
subassemblies when incomplete items are returned to Seller. Authorized returns of any unused items which are free from material defects to Seller,in its sole discretion,may be subject to a twenty
percent(20%)restocking charge.
Requests by Buyer to delay,postpone or suspend on-site Services,due to no fault of Seller,shall be subject to Seller's ability to recall its service representatives and to cancel and/or reschedule of any
of their travel arrangements;and provided that,Buyer pays any and all additional costs(including,Travel Time and expenses)incurred by Seller as a result of the Services being postponed or suspended
by Buyer.Cancellation of scheduled Services may be subject to a cancellation fee of twenty percent(20%)if Seller is notified less than 7 business days prior to the scheduled date of service.
6. DELIVERY OF SERVICES. Except as otherwise stated on the face hereof,all Services will be provided by Seller or its agent between the hours of 8:00 a.m.and 5:00 p.m.local standard
time, Monday through Friday,excluding Seller's holidays,either at Seller's principal offices or,at Seller's option,at Buyer's installation address. If Seller advises Buyer that Services should be
performed at Seller's facility,Buyer will properly package the Products to prevent damage,clearly mark the RMA number on the outer packaging,and ship it,via postage/freight prepaid,to the address
set forth on the face hereof or such different address as Seller may from time to time provide to Buyer.After Seller completes the Services,or has made a determination that the products are beyond
repair,Seller may,at its option,either advise Buyer to scrap the Products or to have the Products shipped,postage/freight prepaid,back to Buyer's installation address stated on the quotation,or to
such other address as Buyer requests. In the event Buyer requires expedited delivery,such delivery will be made at Buyer's expense. If Seller advises Buyer that Services should be performed at
Buyer's site,Buyer will use its best efforts to provide Seller with all requested diagnostic information for any products requiring Services;and subject to compliance with Buyer's reasonable security
requirements,will allow Seller free access to all relevant equipment,documentation and records. In addition,Buyer will cooperate with Seller's efforts to perform the Services and will provide such
additional assistance as Seller may reasonably request. At the completion of the Services,Seller's representatives will provide Buyer with a field service report on which will be indicated the number of
hours spent and the materials used in completing the work. Buyer's signature on the field service report will signify approval of the information in the report and Seller's satisfactory completion of the
Services. If Buyer does not sign the report or provide written objection within five(5)business days after receipt,then the report will be deemed unequivocally approved and accepted by Buyer.
7. TITLE AND RISK OF LOSS. Notwithstanding the transport terms indicated above,title to and risk of loss of the Products will pass to Buyer upon delivery of possession of the Products by
Seller to the carrier at the time and place of shipment;provided,however,that title to any software incorporated within or forming a part of the Products will at all times remain with Seller or the licensor(s)
thereof,as the case may be. All risk of loss or damage to Buyer's products being transported for Services shall remain with Buyer during shipment to and from the Buyer's site and during Seller's
performance of Services hereunder.
8. WARRANTIES. Seller's sole obligation with respect to the Services is to provide the quoted Services in a workmanlike manner and if Buyer provides notice of defect in Service within ninety
(90)days of completion of such Services,Seller will,at its sole option,either reperform the Services without charge to Buyer or grant Buyer a credit for the amount paid by Buyer with respect to such
Service. Seller warrants that the Products will operate or perform substantially in conformance with Seller's published specifications and be free from defects in material and workmanship,when
subjected to normal,proper and intended usage by properly trained personnel,for the period of time set forth in the Product documentation,published specifications or package inserts(the"Warranty
Period"). If a Warranty Period is not specified in Seller's Product documentation,published specifications,or package inserts,the Warranty Period for new instruments is twelve(12)months from the
date of shipment to Buyer;and for all other Products is ninety(90)days from the date of shipment. During the Warranty Period,Seller agrees to repair or replace,at Seller's option,defective Products so
as to cause the same to operate in substantial conformance with Seller's published specifications;provided that Buyer(a)promptly notifies Seller in writing upon the discovery of any covered defect in
the Products,including the Product model and serial number(if applicable)and details of the warranty claim;and(b)after Seller's review,Seller will provide Buyer with an RMA number and services
data,which may include biohazard decontamination procedures and other Product-specific handling instructions.Then,if applicable,Buyer may return the defective Products to Seller 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 Buyer of repaired or replacement Products
will be made in accordance with the Delivery clause of this Agreement. Except for new consumable items manufactured and sold by Beller,this warranty expressly excludes all other consumable parts
or components(e.g.,bulbs,belts,cartridges,etc.)in the Products.If Seller elects to repair defective medical device instruments,Seller may,in its sole discretion,provide a replacement loaner instrument
to Buyer as necessary for use while the instruments are being repaired.
Notwithstanding the foregoing,Products supplied by Seller that are obtained by Seller from an original manufacturer or third party supplier are not warranted by Seller;but Seller agrees to assign to
Buyer any warranty rights in such Product that Seller may have from the original manufacturer or third party supplier,to the extent such assignment is allowed by such original manufacturer or third party
supplier.
In no event shall Seller have any obligation to make repairs,replacements or corrections under the Warranty,in whole or in part,as the result of or with respect to:(a)use of the Products in a manner for
which they were not designed;(b)improper storage and handling of the Products;(c)use of the Products in combination with equipment or software not supplied by Seller(d)shipping damage incurred
en route to Buyer's site or because of moving equipment,in which case Seller will promptly provide a cost estimate for Technical Support to the consignee for filing claims to carriers for shipping
damage;(e)flood,lightning, earthquake,tornado,hurricane or fire,bombing,armed conflict,malicious mischief,sabotage or other natural or man-made disasters;(f)normal wear and tear,physical
abuse,misuse, sprinkler damage,electrical surge or abnormal power variation; (g) repairs,maintenance,or modifications made by anyone other than Seller trained personnel or without Seller's
supervision and/or approval;(h)relocation and reinstallation of equipment;although upon request Seller will supervise the removing,crating,relocation and reinstallation of the Products at Seller's
current Services rates;(i)maintenance or replacement of media(i.e.,floppy disks,plotter supplies,etc.)whatever the reason for loss,failure or damage;(j)beta-site support;(k)operator training;or(I)
repairing Product malfunctions if the fault is not with the equipment. If Seller determines that Products for which Buyer requested warranty services are not covered by this warranty,Buyer will pay or
A Part OfTheril Fisher
S C I E N T I F I C
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Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
reimburse Seller for all costs of investigating and responding to such request at Seller's then prevailing time and materials rates. If Seller provides Services or replacement parts that are not covered by
this warranty,Buyer shall pay Seller therefor at Seller's 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 AND/OR SERVICES. THE OBLIGATIONS CREATED BY THIS WARRANTY STATEMENT FOR SELLER TO REPAIR
OR REPLACE A DEFECTIVE PRODUCT OR TO REPERFORM OR CREDIT THE PRICE OF DEFECTIVE SERVICES SHALL BE THE SOLE REMEDY OF BUYER FOR SUCH DEFECTIVE
PRODUCTS OR SERVICES UNDER THIS AGREEMENT. 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,FITNESS FOR
ANY PARTICULAR PURPOSE,OR NONINFRINGEMENT. SELLER DOES NOT WARRANT THAT THE PRODUCTS OR SERVICES ARE ERROR-FREE OR WILL ACCOMPLISH ANY PARTICULAR
RESULT.
9. INDEMNIFICATION.
9.1 By Seller. Seller will indemnify,defend and save Buyer,its officers,directors,and employees from and against any and all damages,liabilities,actions,causes of action,suits,claims,
demands,losses,costs and expenses(including without limitation reasonable attorneys'fees)(#Indemnified Items")asserted by another party against Buyer for(i)bodily injury to or death of persons or
damage to tangible property to the extent caused by the negligence or willful misconduct of Seller,its employees,agents or representatives or contractors in connection with the performance of Services
at Buyer's premises under this Agreement;and(ii)claims that a Product infringes any U.S.patent,copyright or trade secret;provided,however,Seller's liability under this Section does not extend to
any such Indemnified Items caused by either(u)the negligence or willful misconduct of Buyer,its employees,agents or representatives or contractors,(v)by any third party,(w)use of a Product in
combination with equipment or software not supplied by Seller where the Product alone would not be infringing,(x)Seller's compliance with Buyer's designs,specifications or instructions,(y)use of the
Product in an application or environment for which it was not designed,or(z)modifications of the Product by anyone other than Seller without Seller's prior written approval. Buyer will promptly notify
Seller in writing of any claim covered by Seller's indemnification obligations hereunder. Seller may assume exclusive control of the defense of 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 own expense(a)procures for Buyer the right,at
no additional expense to Buyer,to continue using the Product;(b)replaces or modifies the Product so that it becomes non-infringing,provided the modification or replacement does not adversely affect
the specifications of the Product;or(c)in the event(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,AND BUYER'S SOLE AND EXCLUSIVE REMEMDY IN RESPECT OF,THE
CLAIMS DESCRIBED HEREIN.
9.2 By Buyer. Buyer will indemnify,defend with competent and experienced counsel and hold harmless Seller,its parent,subsidiaries,affiliates and divisions,and their respective officers,
directors,shareholders and employees,from and against any and all damages,liabilities,actions,causes of action,suits,claims,demands,losses,costs and expenses(including without limitation
reasonable attorneys'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 alone would not be infringing;(iii)Seller's compliance with designs,specifications or
instructions supplied to Seller 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 Seller's
prior written approval.
10. SOFTWARE. With respect to any software products incorporated in or forming a part of the Products hereunder(i.e.,firmware),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 words are understood and agreed to mean"license",and that the word"Bu er"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 licensed hereunder solely for
Buyer's own internal business purposes on its hardware Products and to use the related documentation solely for Buyer's own internal business purposes. This license terminates when Buyer's 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 form to third parties the software products and related documentation provided hereunder. Buyer may not disassemble,decompile or reverse engineer,copy,modify,enhance or
otherwise change or supplement the software products provided hereunder without Seller's prior written consent. Seller will be entitled to terminate this license if Buyer fails to comply with any term or
condition herein. Buyer agrees,upon termination of this license,to immediately stop using 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 licensed to Seller or may be stand-alone software products,which Buyer hereby agrees are subject to
a separate browse-wrap,shrink-wrap or click-thru end user license agreement(EULA). Accordingly,the warranty and indemnification provisions herein do not apply to such software,which are
exclusively provided in the applicable EULA.
it. 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 IS PROVIDED UNDER THE PRODUCT AND SERVICES WARRANTIES HEREIN) 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)OR SERVICES GIVING RISE TO SUCH LIABILITY OR(8)ONE MILLION DOLLARS
($1,000,000). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,IN NO EVENT SHALL SELLER BE LIABLE 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 DAMAGES OR(b)IS NEGLIGENT.
12. EXPORT RESTRICTIONS.Buyer acknowledges that each Product and any related services,software and technology,including technical information supplied by Seller or contained in
documents(collectively#Items"),may be subject to export controls of the U.S.government and/or other governments. Such export controls may include,but are not limited to,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 U.S.and their re-export from other countries and all other applicable
laws,regulations,laws,treaties,and agreements relating to the export,re-export,and import of any Item. Buyer shall not export,re-export,distribute or supply any Item,directly or indirectly,to(i)any
country,person or entity,in each case,without first obtaining from the U.S.government and/or other appropriate government agency any license required to do so lawfully;(ii)any person or organization
In Cuba,Iran,North Korea,Sudan,Syria,or other country then the subject of a U.S.embargo,or any person or entity considered a part of the government of any such country;or(Ili)any person or entity
who is involved in improper development or use of nuclear weapons,or of chemical/biological weapons(CBW)or missiles,or in terrorist activities. Buyer shall cooperate fully with Seller in any official or
unofficial 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,agents and/or representatives.
13. Support Plan Terms and Conditions.
A. General. In the event Buyer purchases a Support Plan from Seller under this Agreement,Seller agrees to maintain and/or repair those Products or instruments identified on the face hereof as
covered under a Support Plan("Covered Equipment")in a manner consistent with the specifications and entitlements included in the purchased Support Plan as specified by Seller on the face hereof,
which may include various levels of service at the Buyer's site(s)and/or Seller's Depot Repair locations and are purchased separate from the original Product Warranty above(the"Support Service(s)").
The Support Services will only be valid for Covered Equipment within the Region covered by the Plan(e.g.48 contiguous U.S.),Monday through Friday(excluding Seller's holidays)during the hours of
8:00 a.m.to 5:00 p.m.local standard time("Normal Hours")during the term of the Agreement.The Covered Equipment must be operated according to the manufacturer's supplied instructions,including
without limitation the Operator's Manual(s)and any malfunction must be promptly reported to Seller.Support Service calls requested outside of Normal Hours or for any non-Covered Equipment or for
services not included in the Support Plan will be billed at Seller's standard rates for Technical Support in effect at the time of Buyer's request.Seller reserves the exclusive right to determine the
assignment of its employees in the performance of Support Services.
B. Term.(a)The Support Plan will begin and remain effective for the period of time stated on the face hereof("Term").To renew the Support Plan,Buyer must sign a Renewal Service
Agreement accompanied by a purchase order prior to the expiration of the current Term("Renewal"),which shall also be subject to the terms and conditions of this Agreement. Either party may
terminate a Support Plan for any/no reason by providing at least thirty(30)days written notice to the other party.Seller will use commercially reasonable efforts to stop work and to incur no additional
expenses. Regardless,if a Support Plan is cancelled,Seller will charge Buyer for the total price of Services actually performed and expenses actually and reasonably incurred in servicing the covered
equipment under the underlying Support Plan from its effective date until the cancellation date or the prorated price of the underlying Support Plan from its effective date until the cancellation date,
whichever is greater,plus fifteen percent(15%)of the total fee paid for the underlying Support Plan.In the event Buyer prepaid the Support Plan fees in full and a credit balance exists for the underlying
Support Plan,Seller will provide a credit or refund the amount remaining to Buyer.
C. Pricing and Pricing Assumptions. Except as otherwise agreed in writing,the annual charge for each Renewal will be Thermo Fisher's standard support plan rates in effect at the start of the
Renewal. All Support Plan pricing is based on the assumption that the Covered Equipment operates in accordance with product specifications as of the coverage start date;therefore,prior to the start of
each Term and Renewal,Seller reserves the right to verify and correct the condition of the Covered Equipment and invoice Buyer at Seller's current billable rates for any Support Services deemed
reasonably necessary to bring the Covered Equipment into good operating condition.Notwithstanding the above,Seller agrees to waive its right to bill the Buyer for bringing the Covered Equipment into
good operating condition if there is no lapse between the end date of the current Support Plan Term and the beginning of any Renewal.
D Parts and Consumables:The Support Plan level defines when and if the cost of parts is included under the Support Plan.Notwithstanding the foregoing,the cost for parts that are consumed
in the normal and usual operation of the Covered Equipment including,but not limited to,sample preparation and analysis,consumables,paper,ink cartridges,ribbons,pens,lamps and/or data media
are not covered under any Support Plan.
E. Key Operator:Buyer will designate a key operator of Covered Equipment who can describe instrument malfunctions to Seller's service representatives by telephone and who is qualified to
perform simple adjustments and corrections to the Covered Equipment as requested by Seller's service representatives. Buyer's failure to designate a key operator or to perform or to have an
authorized representative perform the routine maintenance specified in the Covered Equipment's instructions or Owner's Manual may result,at Seller's option,in Buyer being invoiced at Seller's
standard Technical Support rates to provide such non-covered services.
F. Equipment Modification:Seller reserves the right to make any changes in the design or construction of Seller's Products without incurring any obligation to make any updates or changes
whatsoever in the Covered Equipment under the Support Plan.Buyer agrees to allow Seller,at its expense and option,to make retrofits or design changes which improve product reliability,but do not
change its performance characteristics. Any Buyer requests to modify or add devices or accessories to Covered Equipment that are not manufactured by Seller are outside the scope of the Support
Plans and covered Support Services.
G. Support Services Warranty:Seller's sole obligation under any Support Plan is to provide the Support Services in a workmanlike manner in accordance with the entitlements of the Support
Plan purchased by Buyer hereunder.SELLER MAKES NO OTHER WARRANTIES FOR SUPPORT SERVICES PROVIDED UNDER A SUPPORT PLAN,EXPRESS OR IMPLIED,AND DISCLAIMS ALL
WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER OBLIGATIONS OR
LIABILITIES WHETHER IN CONTRACT,WARRANTY,NEGLIGENCE OR OTHERWISE.
1. Support Plan Exclusions:The following occurrences are not covered by any Support Plan purchased by Buyer from Seller under this Agreement:
(a) Covered Equipment malfunctions caused by any of the following abnormal conditions;and if Seller performs Support Services as a result thereof,Seller will invoice Buyer at Seller's standard
billable rates for service,travel or move,labor and parts:(i)Shipping damage incurred an route to Buyer's site or any subsequent transport thereafter; (ii) Force Majeure events,including for example,
floods,lightning,earthquake,tornado,hurricane or fire,bombing,terrorism,armed conflict,malicious mischief,sabotage or other such natural or manmade disasters; (iii)Physical abuse,misuse,
sprinkler damage,electrical surge or abnormal power variation; (iv)Repairs,maintenance,or modifications made by anyone other than Seller's trained personnel or without Seller's supervision and/or
approval;and(v) Relocation and reinstallation of Covered Equipment are not covered under the Support Plan;however, upon request Seller,will supervise the removing,crating, relocation and
reinstallation of its products at Seller's standard billable rates for service,travel or move,labor and parts.
(b) Maintenance or replacement of media(i.e.,floppy disks,printer supplies,etc.)whatever the reason for loss,failure or damage;
(c) Servicing of material or instruments manufactured by anyone other than Seller,including third-party material or instruments purchased for engineering specials;
PBeta-site support;
Service calls made to train operators;and/or
(f) Service calls made as a result of Buyer-identified areas of responsibility,i.e.malfunctions related to Buyer's site conditions,utilities and/or facilities(power,water,temperature,humidity,
A Part OfThermoFisher
S C I E N T I F I C
Page 6 of 8
Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
vibration,dust,etc.)or site computer/data network problems or integrity.
J. Buyer Responsibilities:Buyer will give Seller's personnel reasonable access to the Covered Equipment whenever Support Service is required.Buyer will cooperate with Seller's personnel so
that Support Services can be performed efficiently and without interruption.Buyer will permit Seller to use of Buyer's equipment,including Covered Equipment,that Seller's personnel deem necessary
to perform the Support Services.Buyer is solely responsible for the procurement,installation,maintenance and fees associated with all third party communication equipment and media as needed for the
performance of Support Service under the Support Plan including,but not limited to,telephone and equipment for remote transmission of data.
14. INSURANCE.For the Term of a Support Plan and/or for the provision of on-site Services purchased hereunder,as applicable,Seller agrees to maintain and carry liability insurance in amounts
set forth below with insurance companies rated B+or better by#BEST"rating services. Insurance includes(a)commercial general liability insurance for a limit of US$2,000,000(two million)for each
occurrence and US$4,000,000(four million)in the aggregate,(b)Statutory workers'compensation and employer's liability insurance for a limit of US$1,000,000(one million),(c)Automobile liability of
US$2,000,000(two million)and(d)Umbrella coverage of US$5,000,000(five million). No policy will include a waiver of subrogation. Upon request from Buyer related to applicable Services,Seller will
provide to Buyer a certificate of insurance using the standard ACORD form to evidence the insurance coverage required herein.
15. MEDICARE/MEDICAID REPORTING REQUIREMENTS. If Buyer is a recipient of Medicare/Medicaid funds,Buyer acknowledges that it has been informed of and agrees to fully and accurately
account for,and report on its applicable cost report,the total value of any discount,rebate or other compensation paid hereunder in a way that complies with all applicable federal,state and local laws
and regulations which establish'Safe Harbor"for discounts. Buyer may make written request for additional information from Seller as needed to satisfy Buyer's reporting requirements. Buyer
acknowledges that agreement to such reporting requirement was a condition precedent to Seller's agreement to provide Products and that Seller would not have entered into this Agreement had Buyer
not agreed to comply with such obligations.
16. MISCELLANEOUS. (a)Buyer may not delegate any duties or assign any rights or claims hereunder without Seller's prior written 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 Commonwealth of Massachusetts,U.S.A.without reference to
its choice of law provisions. Each party hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts located in the County of Suffolk,Massachusetts U.S.A.for any action
arising out of or relating to this Agreement.Each party hereby waives any other venue to which it may be entitled by domicile or otherwise. (c)In the event of any legal proceeding between the Seller and
Buyer relating to this Agreement,neither party may claim the right to a trial by jury,and both parties waive any right they may have under applicable law or otherwise to a right to a trial by jury.Any action
arising under this Agreement must be brought within one(1)year from the date that the cause of action arose. (d)In the event that any one or more provisions contained herein shall be held by a court
of competent jurisdiction 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 Seller's waiver of a breach of,any provision contained herein shall not constitute a waiver of any other breach or of
such provision. (f)Unless otherwise expressly stated on the Product or in the documentation accompanying the Product,software and/or Services,they are not approved medical devices and are
intended by Seller to be for#Research Use Only"as defined by the U.S.Food and Drug Administration regulations and is not to be used for any illegal or unapproved regulatory purposes,including
without limitation,in vitro diagnostic uses,ex vivo or in vivo therapeutic uses,or any type of consumption by or application to humans or animals. (g)Seller agrees not to knowingly disclose any
confidential information or data obtained by it during the performance of Services when such information or data is clearly identified in writing by Buyer as confidential.Buyer agrees that all pricing,
discounts and technical information that Seller provides to Buyer are the confidential and proprietary information of Seller.The parties agree to keep such information confidential and not disclose each
other's confidential information to any third party for one(1)year hereafter,and to use such information solely for Buyer's internal purposes and in connection with the Products supplied hereunder.
Nothing herein shall restrict the use of information available to the general public.(h)Any notice or communication required or permitted hereunder must be in writing and shall be deemed received when
personally delivered,upon delivery by any internationally recognized carrier such as Federal Express or similar overnight delivery service,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 either party may from time to time designate to the other.(i)Seller may,in its sole discretion,provide(I)applicable
Product training to Buyer or its employees,or(II)samples of Products to Buyer for distribution to patients of Buyer. Buyer agrees to distribute any such samples to patients for patient use or,if not so
distributed,to return them to Seller. Buyer may not use the samples to provide care to patients and must not bill any patients or third party payers when Buyer dispenses the samples.Q)Seller hereby
rejects and disclaims any rights of Buyer contained,or obligations imposed upon Seller, in any document provided,referenced or otherwise submitted by Buyer,in each case,that Seller has not
expressly included in this Agreement or a writing manually executed by Seller(including without limitation,any rights of Buyer in respect of designs,specifications,source code or intellectual property,
owned,or licensed,by Seller;any rights to items or services not specifically identified in Seller's quotation;any audit rights or financial offset rights of Buyer;any penalties or liquidated damages imposed
upon Seller;any obligation by Seller to comply with Health Insurance Portability and Accountability Act of 1996(as amended),Current Good Manufacturing Practice regulations(as amended)or the
requirements,as amended,of the Customs-Trade Partnership Against Terrorism;any obligation that Seller comply with any law that,under law,would not otherwise apply to Seller in respect of the
transaclion(s)contemplated hereby;any right of Buyer to withhold all,or any portion,of the purchase price of any Products or Services provided hereunder for any period of time;any right of Buyer,itself
or through any third party,to remediate any defects in,replace or reperform,any Products or Services provided hereunder at Seller's cost or expense;any obligation of Seller to waive,or require its
insurers to waive,any rights of subrogation;any obligation of Seller that would impair,restrict or prohibit Seller's ability to freely conduct any business with any person or in any geography or market;
and/or or any waiver by Seller of any right to enforce any of the terms hereof).
BUYER SELLER
By: By:
Print Name: Print Name:
Print Title: Print Title:
Date: Date:
Initial here to indicate Buyer's agreement to automatically apply the Terms and Conditions of Sale for Products and Service to all future orders of Products and Services from Seller,whether or not
the Agreement is referenced on Seller's quote or Buyer's Purchase Orders,for (write#of years)from later date of the parties'signature,or until either party provides written notice that this
Agreement is terminated.
A Part Of Thermo Fisher
S C I E N T I F I C
Page 7 of 8
Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
Equm. ant Location Summa 1�7
Material Serial no. Your Ref. Description-
912A0534 I AFZ0600554 Nicolet 4700 FT-IRSpectrometer Main
Our record location: Actual location if different:
CITY OF FORT WORTH-POLICE
3616 EAST LANCASTER AVENUE
FORT WORTH TXUS
76103
Your Service Contact:
Material Serial no. Your Ref. Descri tion
912A0581 AHR0600178 Nicolet 6700 Optical Spectrometer Ma
Our record location: Actual location if different:
CITY OF FORT WORTH
3616 E LANCASTER AVENUE
FORT WORTH TXUS
76103
Your Service Contact:
Please indicate changes as necessary and fax to:877-867-8945
A Part ofThermo Fisher
S C I E N T I F I C
Page 8 of 8
ADDENDUM TO AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
THERMO ELECTRON NORTH AMERICA, LLC
This Addendum to City of Fort Worth RFQ 17-0187 and Thermo Electron Support Plan
Terms and Conditions ("Addendum") is entered into by and between the Thermo Electron North
America, LLC ("Seller") and the City of Fort Worth ("City"), collectively the "parties", for a
purchase of licenses.
The Contract documents shall include the following:
1. The RFQ 17-0187 and Thermo Electron Support Plan Terms and Conditions; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached RFQ 17-0187 and Thermo
Electron Support Plan Terms and Conditions (the "Agreement"), the Parties hereby stipulate by
evidence of execution of this Addendum below by a representative of each party duly authorized
to bind the parties hereto,that the parties hereby agree that the provisions in this Addendum below
shall be applicable to the Agreement as follows:
1. Term. The Agreement shall be effective January 1, 2018 (the "Effective Date")
and shall expire one (1) year after the Effective Date (the Expiration Date"), unless terminated
earlier in accordance with the provisions of the Agreement or otherwise extended by the parties.
The Agreement may be renewed automatically for up to three (3) one-year terms at City's option,
each a"Renewal Term."
2. Termination.
a. Convenience.Either City or Seller may terminate the Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
b. Breach.If either party commits a material breach of the Agreement,the non-
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach ten(10)calendar days after
receipt of notice from the non-breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Seller of such occurrence and the Agreement shall terminate on the last day of the fiscal
Addendum to Agreement with Thermo Electron North America,
LLC Page I of 4
period for which appropriations were received without penalty or expense to the City of
any kind whatsoever, except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Seller for services actually rendered
up to the effective date of termination and Seller shall continue to provide City with
services requested by City and in accordance with the Agreement up to the effective date
of termination. Upon termination of the Agreement for any reason, Seller shall provide
City with copies of all completed or partially completed documents prepared under the
Agreement. In the event Seller has received access to City information or data as a
requirement to perform services hereunder, Seller shall return all City provided data to City
in a machine readable format or other format deemed acceptable to City.
3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue. The Agreement and the rights;and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas,exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County,Texas.To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
6. Indemnity. To the extent the Agreement requires City to indemnify or hold Seller
or any third party harmless from damages of any kind or character, City objects to these terms and
any such terms are hereby deleted from the Agreement and shall have no force or effect.
7. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
8. Confidential Information. 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. To the extent the Agreement requires that City maintain records in
violation of the Act,City hereby objects to such provisions and such provisions are hereby deleted
from the Agreement and shall have no force or effect.In the event there is a request for information
marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility
Addendum to Agreement with Thermo Electron North America,
LLC Page 2 of 4
of Seller 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.
9. Addendum Controlling. If any provisions of the attached Agreement,conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City,the terms in this Addendum shall control.
10. Immigration Nationality Act. City actively supports the Immigration&Nationality
Act(INA)which includes provisions addressing employment eligibility,employment verification,
and nondiscrimination.Seller shall verify the identity and employment eligibility of all employees
who perform work under:the Agreement. Seller shall complete the Employment Eligibility
Verification Form(I-9),maintaiA photocopies of all supporting employment eligibility and identity
documentation for all employees, and upon request,provide City with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under the Agreement.
Seller shall establish appropriate procedures and controls so that no services will be performed by
any employee who is not legally eligible to perform such services. Seller shall provide City with a
certification letter that it has complied with the verification requirements required by the
Agreement. Seller shall indemnify City from any penalties or liabilities due to violations of this
provision. City shall have the right to immediately terminate the Agreement for violations of this
provision by Seller.
11. No Boycott of Israel. Seller acknowledges that in accordance with Chapter 2270
of the Texas Government Code, City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it:
(1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The
terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section
808.001 of the Texas Government Code. By signing this Addendum, Seller certifies that Seller's
signature provides written verification to City that Seller: (1) does not boycott Israel; and(2) will
not boycott Israel during the term of the Agreement.
12. Right to Audit. Seller agrees that City shall, until the expiration of three (3) years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Seller involving transactions relating to the
Agreement. Seller agrees that City shall have access during normal working hours to all necessary
Seller facilities and shall be provided adequate and appropriate workspace in order to conduct
audits in compliance with the provisions of this section. City shall give Seller reasonable advance
notice of intended audits.
(signature page follows)
Addendum to Agreement with Thermo Electron North America,
LLC Page 3 of 4
Executed this the 5th day of July , 2018.
CITY: Madison
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
J of this contract, including ensuring all
By: performance and reporting requirements.
Name: Jesus J. Chapa
Title: Assistant City Manager
Date: _ ? x/ By:
Name: Michael Ward
Approval Re mmended: Title: Forensic Division Manager
Approved as to Form and Legality:
By:Y pRT
-�n Nam . �oel F. Fitzgerald,P
Title: Chief of Police
Name: Matthew A. Murra
Attest: U Title: Assistant City Attorney
Co ct Authorization:
Not required
By:
a e. yse
itle: Ci cretary
SELLER:
Thermo Electron North America,LLC
1 By: 1/arL 9 lft W,
Nam : Megan Van Horn
Title: Contract Administrator
Date: 7/05/2018
OFFICIAL RECORD
CITY SEC RETAKY
FT. WORTH,TX
Addendum to Agreement with Thermo Electron North America,
LLC Page 4 of 4