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HomeMy WebLinkAboutContract 52396 i ► ,� CITY SECRETARY Fc CONTRACT NO. 5 a 31 to 0/,, �NJ0�/�F� c��y�sFc9��o09 NI SUPPLIER SERVICES AGREEMENT 9y Parabon NanoLabs,Inc. This SUPPLIER SERVICES AGREEMENT ("Agreement') is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation, acting by land through Jesus J. Chapa, its duly authorized Assistant City Manager, and Parabon NanoLabs, Inc. '("Supplier"), a Delaware corporation, and acting by and through Paula Gawthorp-Armentrout, its duly authorized Vice President & Corporate Secretary, each individually referred to as a "party" and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Supplier Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule;and 4. Exhibit C—Verification of Signature Authority Form. Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Supplier shall provide advanced Deoxyribonucleic Acid (DNA) analysis services for the City of Fort Worth (City) Police Department (FWPD). Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder and defines the terms "Services" and "Materials" referenced throughout this document. 2. TERM. This Agreement shall begin on March 11,2019("Effective Date")and shall expire on September P0, 2019 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial j ferm'j. Upon the expiration of the Initial Term,the Agreement shall renew automatically under the same terms and conditions for four (4) one-year renewal periods, unless City or Supplier provides the other �ro:ith notice of non-renewal at least 30 days before the expiration of the Initial Term or renewal �i. COMPENSATION. City shall pay Supplier in accordance with the fee schedule in accordance with the provisions of this Agreement and Exhibit "B,"— Price Schedule. Total payment made under this Agreement for the first year by City shall not exceed the amount of Thirty-Nine Thousand, Six Hundred and Fifteen Dollars (S39,615.00). Supplier shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Supplier not specified by this Agreement unless City first approves such expenses in writing. OFFICIAL.RECORD r1TV SF E 'A wabon NandLeU Supplier Services Agme tt o FT. ' f Ill, 1 4. TERMINATION. 4.1. Written Notice. City or Supplier may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Nan-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder,City will notify Supplier of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City shall pay Supplier for services actually rendered up to the effective date of termination and Supplier shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Supplier shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Supplier has received access to City Information or data as a requirement to perform services hereunder, Supplier shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Supplier hereby warrants to City that Supplier has made full disclosure in writing of any existing or potential conflicts of interest related to Supplier's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Supplier hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Supplier, for itself and its officers, agents and employees, grees that it shall treat all information provided to it by City ("City Information") as confidential and hall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access. Supplier shall store and maintain City Information in a secure fanner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Supplier shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Supplier shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. �5.4 Media. If City decides to release the Supplier's Materials to the public,City agrees to use the language provided in the Supplier's then current media kit when describing the Services. Further,City agrees to notify Supplier at least three (3) days in advance of the planned media release and allow Supplier to edit any press releases and/or associated press conference scripts that describe the Services and Materials. At City's request, Supplier will provide a complimentary, media-friendly poster of any Snapshot DNA Phenotyping results in PDF format that can be distributed to the public and/or media. By efault, Supplier will not review or explain the Materials specific to City's case with the media unless irected to do so by a City representative. Notwithstanding the foregoing, Supplier reserves the right to peak with and be interviewed by any media outlet at any time concerning the Supplier's technology and Service. Parabon Nanol-abs Supplier Services Agreement Page 2 of 14 15.5 Account Access and Protection. !City acknowledges that the Materials are accessible by the City via a web-based account. City is responsible for providing all hardware, system software, access devices, networks and ;telecommunications or other connections required to access the account and for paying all telephony, data transmission and other costs associated with such access. City is responsible for maintaining the confidentiality of its account password and City is solely responsible for all activities that occur through City's account, including the activities of others, regardless of whether such activities are authorized.City ,agrees to immediately notify Supplier of any breach or unauthorized use of City's account. Supplier reserves the right to require City to alter its password if Supplier believes that the password is no longer ;secure. City agrees that it will be solely responsible for any loss or damage City suffers as a result of its !failure to adequately safeguard its account information. ,r. RIGHT TO AUDIT. Supplier agrees that City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books,documents, papers and records, including, but not limited to, all electronic records, of Supplier involving transactions relating to this Agreement at no additional cost to City. Supplier agrees that City shall have access during normal working hours to all necessary Supplier facilities and shall be provided adequate and appropriate work !space in order to conduct audits in compliance with the provisions of this section. City shall give Supplier treasonable advance notice of intended audits. IlV`DEPENDENT CONTRACTOR. It is expressly understood and agreed that Supplier shall operate as an independent contractor as ko all rights and privileges and work performed under this Agreement,and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Supplier shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subSuppliers. Supplier acknowledges that the doctrine of respondent superior shall not apply as between City, its officers, agents, servants and employees, and Supplier, its officers, agents, employees, servants, Suppliers and subSuppliers. Supplier further agrees that nothing herein shall be construed as the creation cif a partnership or joint enterprise between City and Supplier, it is further understood that City shall in no ay be considered a Co-employer or a Joint employer of Supplier or any officers, agents, servants, employees or subSupplier of Supplier. Neither Supplier, nor any officers,agents, servants, employees or subSupplier of Supplier shall be entitled to any employment benefits from City. Supplier shall be !responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers,agents,servants,employees or subSupplier. B. LIABILITY AND INDEMNIFICATION. i 8.1 By requesting or ordering Supplier's Services, as described in Exhibit A and Exhibit B, the City and its officers, agents,servants,employees,consultants and other Suppliers, are responsible for knowing and complying with the laws of the City's jurisdiction, if any exist, pertaining to the use of DNA for the following forensic purposes:genetic genealogy,kinship inference,and phenotyping. 8.2 City acknowledges that the Materials Supplier provides under this Agreement are for lead generation purposes only. Supplier shall not be held responsible for any actions of the City and/or its Parabon Nanol-abs Supplier Services Agreement Page 3 of 14 • t officers, agents, servants, employees, consultants and other Suppliers as it pertains to the Services and/or Materials provided under this Agreement. 8.3 Supplier shall be liable for the actions of its agents, employees, partners, and/or subcontractors and shall indemnify, defend and hold City and City's officers, officials, directors, employees, agents, volunteers and affiliates harmless from suits, actions, damages and costs, including attorneys' fees,arising out of or resulting in any manner in whole or in part from (i) Supplier's breach of this Agreement, and (ii)claims of patent,trade secrets, copyright or other proprietary rights infringement related to the Services provided and Materials produced for City under this Agreement. In no event shall Supplier's aggregate liability exceed the aggregate amounts paid or payable by City to Supplier. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Supplier shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Supplier under which the assignee agrees to be bound by the duties and obligations of Supplier under this Agreement. Supplier and Assignee shall be jointly liable for all obligations of Supplier under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Supplier shall execute a written agreement with Supplier referencing this Agreement under which sub Supplier shall agree to be bound by the duties and obligations of Supplier under this Agreement as such duties and obligations may apply. Supplier shall provide City with a fully executed copy of any such subcontract. t0. INSURANCE. iC Supplier shall provide City with certificate(s)of insurance documenting policies of the following pes and minimum coverage limits that are to be in effect prior to commencement of any work pursuant this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Supplier, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle"shall be any vehicle owned, hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability Parabon Nanol.abs Supplier Semices Agreement Page 4 of 14 $100,000- Bodily Injury by accident;each accident/occurrence $100,000- Bodily Injury by disease;each employee S500,000- Bodily Injury by disease;policy limit 10.2 General Reauirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear.The term City shall include its employees,officers,officials,agents,and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City.Ten (10) days' notice shall be acceptable in the event of non-payment of premium.Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of insurance evidencing that Supplier has obtained all required insurance shall be delivered to the City prior to Supplier proceeding with any work pursuant to this Agreement. ]I. COMPLIANCE WITH LAWS,ORDINANCES RULES AND REGULATIONS. Supplier agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal,state and local laws,ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations.If City notifies Supplier of any violation of such laws,ordinances,rules or regulations, Supplier shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Supplier, for itself, its personal representatives, assigns, subSuppliers and successors in interest, as part of the consideration herein, agrees that in the performance of Supplier's duties and obligations hereunder. it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY SUPPLIER, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBSUPPLIERS OR SUCCESSORS IN INTEREST, Paraboii Nanol.abs Supplier Services Agreement Page 5 of i4 SUPPLIER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY ASD HOLD CITY HARMLESS FROM SUCH CLAIM. 13. '.NOTICES, Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other parh•, its agents, employees, servants or representatives. (2) delivered b% facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follo%N s: To CITY: ` 1`o SUPPLIER: City of Fort Worth _ Paula Ga%%rthorp-Armentrout Attn: Jesus J. Chapa, Assistant City Manager ' Vice President&; Corporate Secretary ! 200 "texas Street 1 1'60 Roger Bacon Drive. Suite 406 i Fort Worth, TX 7610?-6314 Reston VA 20190 Facsimile: (817)392-8654 703.689.9689 x 250 With cope to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Supplier shall,during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either pam who responds to a general solicitation of advertisement of employment by either party, 15. GOVERNMENTAL POWERS, It is understood and agreed that by execution of this Agreement. City does not %kai%e or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Supplier to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Supplier's respective right to insist upon appropriate performance or to assert arty such right on any future occasion. 17. GOVERNING LAW /VENUE. This agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northem District of Texas, Fort Worth Division. Parabon NanoLabs Supplier Senices Agreement Page 6 of 14 111 8. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. X9. FORCE MAJEURE. City and Supplier shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due force majeure or other causes beyond their reasonable control, including, but not limited to, ompliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only,shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment, modification,or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative of each party. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits A. B and C,contains the entire understanding and agreement etween City and Supplier, their assigns and successors in interest, as to the matters contained herein. ny prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. I;4. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Supplier warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event,at Supplier's option, Supplier shall either(a) Parabon Nanol-abs Supplier Services Agreement Page 7 of 14 use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty.or(h) refund the fees paid by City to Supplier for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. Supplier shall verifi the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by. City. Supplier shall allow a City representative to travel to at City's expense and review in the Supplier's Virginia office all 1-9 forma and supporting eligibility documentation for each employee who performs work under this Agreement. Supplier shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Supplier employee who is not legally eligible to perform such services. SUPPLIER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THiS PARAGRAPH BY SUPPLIER, SUPPLIER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Supplier, shall have the right to immediately terminate this Agreement for violations of this provision by Supplier. 2?. OWNERSHIP OF WORK PRODUCT. Supplier retains all right, title and interest in and to the Services and the Materials, including. without limitation, all trademarks, trade names, logos and service marks (collectively. "Trademarks"), and all patents, copyrights, trade secrets and know how relating thereto or comprised thereby (collectively, "Intellectual Property"). In return for Cit%'s order of and payment for Services or Materials, Supplier hereby grants to City a non- exclusive. non-assignable, limited purpose license to access and use the Materials(which shall at all times be and remain the sole and exclusive property of Supplier) for City's own personal or organizational purposes(as applicable). City shall not niudifi or. except as expressly permitted herein to the contrary, reproduce or distribute the Materials in any manner without Supplier's prior written consent thereto, or make any use of the Intellectual Property without Supplier's express prior written consent thereto. Notwithstanding the foregoing, if' City is an authorized law enforcement organization or professional, it may° disclose the Materials. without prior written consent from Supplier, to the public andior news media for distribution for the purpose of aiding an investigation or reporting on a crime provided that, in all cases. Supplier is credited as"Parabon Nartol_aba" with production of the Materials. Under no circumstances may the Materials be altered by a third party, including non-Supplier forensic artists. 28. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that heishe has the legal authority to execute this Agreement on behalf of the respective park, and that such binding authority has been granted by proper order. resolution. ordinance or other authorization of the entity. This Agreement and any amendment hereto. may be executed by any authorized representative of Supplier whose name. title and signature is affixed on the Verification of Signature Authority Form. which is attached hereto as Exhibit "C F.ach part\ is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. Parabon NanoLabs Supplier Sen ices Agreement Page 8 of 14 P9. CHANGE IN COMPANY NAME OR OWNERSHIP Supplier shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Supplier or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. �0. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms"boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Supplier certifies that Supplier's signature provides written verification to the City that Supplier: (1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this day of ne. ,2019. (signature page follows) Parabon NanoLabs Supplier Services Agreement Page 9 of 14 1CCEPTED AND AGREED: iCITY OF FORT WORTH: ff CONTRACT COMPLIANCE MANAGER: C"---�� By signing I acknowledge that I am the person responsible for the monitoring and administration of this By: contract,including ensuring all performance and Jesus J. Cliapa reporting requirements. Assistant City Manager (-�✓ ' r By: ftv WLCVU W+►�d Michael Ward APPROVAL RECOMMENDED: Forensic Science Division Manager APPROVED AS TO FORM AND LEGALITY: y Chief of Police By, Tame: Matthew. . Murray ATTEST: Assistant City Attorney CONTRACT AUTHORIZATION: IBY: C: Not Applicable I ar't J. h r 'vO. City Secret ry �... 'or SUPPLIER: .15 Parab Inc. ATTEST: Paula G «thorp-Armentrout By: Vice Pres ent&Corporate Secretary Nael VU �- 2� ,� Title: - . Date: No Parabon Nanol-abs Supplier Services Agreement EXHIBIT A SCOPE OF SERVICES The Supplier shall provide Snapshot Services("Services")as itemized in Exhibit B for the Cold Case unit Son an as-needed basis. The Snapshot products resulting from the Services are limited to genetic genealogy,kinship inference,and phenotyping reports in PDF format("Materials"). [lbe Supplier shall: 1. Provide genetic genealogy services using professional genetic genealogists with a demonstrated track record of(a)solving law enforcement cases and unknown parentage cases,(b)ethical usage of only public genetic genealogy databases that explicitly allow law enforcement usage,and(c) ability to further their investigations by incorporating deoxyribonucleic acid(DNA)phenotyping, ancestry information,and kinship inference testing generated from the same DNA sample,thus minimizing the number of crime scene DNA sample tests. Produce SNP genotype files of greater than 500,000 single nucleotide polymorphisms(SNP) Perform mixture deconvolution of two person mixtures and produce a SNP genotype profile for the major contributor(if the major contributor is 51%or greater) Perform SNP microarray genotyping on forensic samples with as little as 1 nanogram of DNA 5. Predict DNA phenotyping traits for,at a minimum,eye color,hair color,skin tone,freckling,face morphology,and ancestry 6. Provide forensic art enhancements based on phenotypic characteristics using International Association for Identification(IAI)-certified forensic art methods Enhance phenotype composites with alterations for age,weight,hairstyle,and environmental influences(such as scars or tattoos)using IAl-certified forensic art methods �B. Use SNP genotype data,predict kinship relationship between samples with the ability to distinguish relatedness out of 9th degree relatives(fourth cousins) from unrelated pairs and precisely determine the degree of relatedness out of 6th degree relatives(second cousins once removed) All services shall be Parabon Snapshot as outlined in Exhibit B. IMITATIONS AND INTENDED USE Pnapshot Materials("Materials")are intended to help investigators operate more efficiently, for example, by providing information about an unknown subject that has the potential to generate new leads, narrow a suspect list,or jog witnesses'memories. It is the obligation of the City to use the information provided responsibly and only for lawful purposes. Snapshot DNA Phenotyping composites are provided as approximations of appearance that summarize predicted ancestry and phenotypes. Because many environmental influences can affect an individual's Parabon NanoLabs Supplier Services Agreement Supplier Services Ageement— Exhibit A Page 11 of 14 appearance that are not contained within DNA (and thus cannot be predicted through DNA phenotyping), Snapshot composites cannot be expected to represent a subject's exact appearance. Such environmental influences on an individual's appearance include, but are not limited to age, weight, scars, exposure to smoking,exposure to sun,tattoos,hairstyles,and presence of facial hair. By default, Snapshot composites are generated at a target age of 25 years and a body mass index(BMI)of 22,which is the average ofthe'Normal'BMI range. However, if additional information about the lifestyle or age of the unknown subject is known, such information can be incorporated into a composite by Parabon's Forensic Art Department. IMPORTANT: Snapshot composites are NOT intended for use with facial recognition software. Furthermore, Snapshot composites must, be used, at all times, in conjunction with their associated phenotype and ancestry predictions. Accordingly, Snapshot composites may NOT be distributed as standalone images("faces"),either within your organization or externally to any third party. Parabon Nanol-abs Supplier Services Agreement Supplier Services Agreemunt— Exhibit B 12- 14 EXHIBIT B PRICE SCHEDULE 4 V Paradon Nanol.abs Inc. S City of Fort Worth E 11260 Roger Bacon Dr. H Fort Worth Police Dept. N Reston,VA 20190 1 ATTN: PD Finance Dept D P Fort Worth TX 76115 O R T O Estimated Estimated Item Class-item Quantities Unit Unit Price Totals ! Advanced DNA Analysis per attached agreement. All quantities are annual estimates. 1.000 DNA Processing of Single-Source Sample 3 ea $1,500.00 $4,500.00 2.000 Mixture Deconvolution for Highly Mixed Samples 3 ea $1,100.00 $3,300.00 3.000 Genetic Genealogy Analysis 3 ea $3,500.00 $10,500.00 4.000 DNA Phenotyping,with Genetic Genealogy Analysis 3 ea $1,680.00 $5,040.00 DNA Phenotyping without Genetic Genealogy ( 5.000 Analysis 3 ea $2,100.00 $6,300.00 6.000 Kinship Inference,per reference sample 3 ea $850.00 $2,550.00 7.000 Forensic Art Enhancement for an existing Composite 3 ea $400.00 $1,200.00 ' i 8.000 Subsequent Forensic Art Enhancements 3 ea $250.00 $750.00 9.000 Forensic Hairstyle Adjustment 3 ea $175.00 $525.00 10.000 Forensic Art Accessorization 3 ea $125 $375.00 11.000 Blended Composite with Cognitive Interview 3 ea $650.00 $1,950.00 12.000 ti Blended Composite with Facial Reconstruction 3 ea $875.00 $2,625.00 i ESTIMATED TOTAL $39,615.00 Parabon Nanol-abs Supplier Services Agreement Supplier Services Agreement Exhibit B Page 13 of 14 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY ARABON NANOLABS,INC. 1260 ROGER BARON DR.,SUITE 406 RESTON,VA 20190 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Supplier and to execute any agreement,.amendment or change order on behalf of Supplier. Such binding authority has been granted by proper order, resolution, grdinance or other authorization of Supplier. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Supplier. Supplier ;will submit an updated Form within ten (10) business days if there are any changes to the signatory jauthority. City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Supplier. 1. Name: 14,\& "� —� Position: U? 5 ( O . lAV`t Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: ' Signature of President/CEO Other Title: ' Date: 23 Parabcn NancLabs Supplier Services Agreement Supplier Services Agreement— Exhibit C Page 14 of 14