HomeMy WebLinkAboutContract 52706 SS No. SS18-399111
CITY OF FORT WORTH
REQUEST TO EXERCISE RENEWAL OPTION CITY SECRETARt
CONTRACT NO. Jot 10 b
July 31,2019
Thermo Electron North America,LLC
1400 Northpoint Parkway, Suite 10
West Palm Beach,FL 33407
Attn: Resa Ferguson
Re: Contract Renewal Notice
Sole Source No. S818-399111 (the"Contract')
Renewal Term No.2:August 15,2019 to August 14,2020
The above referenced Contract with the City of Fort Worth expires on August 14, 2019
(the"Expiration Date"). Pursuant to the Contract, contract renewals are at the mutual agreement
of the parties. This letter is to inform you that the City is requesting to renew the Contract for an
additional one(1) year period, which will begin immediately after the Expiration Date. All other
terms and conditions of the Contract remain unchanged.
To agree to renew the Contract for an additional one(1)year period,please sign and
return this request to exercise renewal option, along with a copy of your current insurance
certificate,to the address set forth below.
Please log onto PeopleSoft Purchasing at http://fortworthtcxas.goy/purchasing to insure
that your company information is correct and up-to-date.
If you have any questions concerning this Contract Renewal Notice,please contact me at
the telephone number listed below.
Sincerely,
kip I A&I
Patricia Stanley
[817] 392-5906
�2p19
OFFFII/CII'A/L�RE'CJO�]R�/D
s _:
— ontract Renewal Pagel o
SS No. SS18-399111
ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract,including
By: _ ensuring all performance and re •ting
Name: Dana Burg ff requireme
Title: "Interim"A istant ty Manager
By: OW
Name; atricia Sta@e
APPROVAL RECOMMENDED: Title: Management Analyst II
By: tf lam— APPROVED AS TO FORM AND
Name: Chris .Harder LEGALITY:
Title: Water Director
By:
Name: Matt Murray
ATTEST: f� Title: Assistant City Attorney
,Four
Name at J.Kayser xo
Title: 'City Secretary .
Thermo Electron North America, LLC .
By: Reja bi W04 07/31/1 s
Name: Resa Ferguson
Title: Contract Administrator
QFFICIAL RECORD
Contract Renewal 2��2
Thermo Electron North America LLC SUPPORT PLAN QUOTATION
1400 Northpoint Pkv►y Ste 50 QUOTATION Number: 211890311
West Palm Beach,FL 33407-1976 Coverage Start Date: August 15,2019
Coverage End Date. August 14,2020
Quotation Expires: August 16,2019
JOHNNY SKELTON
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TX 76140
Phone: 817-392-5916
Fax:
Email: JOHNNY.SKELTON@FORTWORTHTEXAS.
GOV
Dear JOHNNY SKELTON,
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,
BILL ADAMS
Apart ofThermo Fisher
S C I E N T I F I C
Page 1 of 9
Thermo Electron North America LLC SUPPORT PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 21189031 I
West Palm Beach, FL 33407-1976 Coverage Start Date: Au ust 15,2019
Coverage End Date: August 14,2020
Quotation Expires: August 15,2019
JOHNNY SKELTON
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TX 76140
Phone: 817-392-5916
Fax:
Email: JOHNNY.SKELTON@FORTWORTHTEXAS.
GOV
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
072109 Dual Pump, Capillary Isocratic DX11051027
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC 3,334.00 USD
072007 Detector Compartment with Dual Temperatu DX11050662
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC 2,970.00 USD
072027 Single Pump,Analytical Isocratic DX11102552
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC 2,544.00 USD
074922 AS-AP Autosampler with Temperature Contr DX11051063
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC 2,454.00 USD
079913 Eluent Generator DX11050378
Coverage: IC OPTIONS 1,487.00 USD
OPTIONS PLAN#ION CHROMATOGRAPHY
The entitlements and exclusions of the Options plan are the same as those of the support plan for the main instrument
070220 VWD Variable Wavelength Absorbance Detec DX11113996
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC 1,129.00 USD
063978 Auxillary Pump DXZ0043964
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC 541.00 USD
a pert olTherinioFisher
S C I E N T I F I C
Page 2 of 9
Thermo Electron North America LLC SUPPORT PLAN QUOTATION
1400 Northpoint Pkv Ste 50 QUOTATION Number: 21189031/
West Palm Beach, FL 33407-1976 Coverage Start Date: August 15,2019
Coverage End Date: August 14,2020
Quotation Expires: August 15,2019
JOHNNY SKELTON
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TX 76140
Phone: 817-392-5916
Material Description Serial Number Price
068888 AS-DV Autosampler DX11114493
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC 1,021.00 USD
UNITY ESSENTIAL SUPPORT PLAN ION CHROMATOGRAPHY
Plan Features:
One(1) Scheduled Preventative Maintenance visit(a standard PM kit is included)
—Unlimited number of on-demand on-site corrective maintenance visits with a maximum of 72-hour response
Engineer labor and travel
Factory-certified replacement parts
Priority status for technical support telephone inquiries(response within 2 hrs)
Subscription to e-Support Online Technical Resources
10% Loyalty discount on parts, accessories, and consumables during the effective period of the contract (mention the
Loyalty parts discount program and request to be connected with PACUS team when contacting your local Thermo
Scientific parts order department)
10% discount on Institute based or on-site training for chromatography, mass-spectrometry or trace elemental
instruments. The training must be purchased during the contract validity period. May not be available in all locations
(please check availability with your local Thermo Fisher sales representative or customer service team). Applications,
method development, or informatics training courses are excluded.
Software updates and notifications (Updates are defined as changes of the existing software version that are intended
to improve its performance. Software updates are usually indicated by a revision number change e.g. from Revision 1.1
to Revision 1.2
Computers that were purchased from Thermo Fisher Scientific and required for the operation of the analytical system
(Replacement of functional computers in order to accommodate an upgrade to a newer version of the operating systems
is not covered by the support plan)
Coverage Exclusions:
Computers and/or software not provided and/or installed with the system by Thermo Scientific
Replacing a computer hard drive with one of larger capacity
Hardware and operating system upgrades
Instrument control software version upgrades (Upgrades are usually indicated by a software version number change
e.g.Version 1.2 to Version 2.0)
Layered application software
External power equipment e.g. UPS(uninterruptable power supply), power conditioner, or isolation transformer.
Operator training
Components that cannot be repaired or replaced due to lack of availability from the Thermo Scientific supplier
Complete system replacement
Consumables items and parts such as(but not limited to bottles, calibration materials, gases, solvents, mobile phases,
vials, caps, septa, columns, suppressors, cartridges, da a media, ferrules, filters, frits, gaskets, integrator paper, ion
exchange resin, lamps, photomul%liers, pump oil, reaction tubes, source ceramics, autosampler rotor valve seal, sample
ports, syringes, sample loops, capillaries and other types of tubing, etc.
Accessories and optional modules, such as (but not limited to) CD or ED detectors, eluent generators, IC Cube
modules, AM managers, TCC, remote controllers, tablets, autosampler pumps, etc. (unless covered by a separately
purchased additional option plan, if available)
n Pan orTherino Fisher
S C I E N T I F I C
Page 3 of 9
Thermo Electron North America LLC SUPPORT PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 21189031 /
West Palm Beach, FL 33407-1976 Coverage Start Date: August 15,2019
Coverage End Date: August 14,2020
Quotation Expires: August 15,2019
JOHNNY SKELTON
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TX 76140
Phone: 817-392-5916
OPTION YEAR PRICING:
BASE YEAR 8/15/17-8/14/18 =$15,480.00
OPTION YEAR 1 08/15/18-08/14/19=$15,480.00
OPTION YEAR 2 08/15/19-08/14/20=$15,480.00
OPTION YEAR 3 08/15/20-08/14/21 =$15,944.00
OPTION YEAR 4 08/15/21 -08/14/22=$16,422.00
Support Plan Sub-Total 16,480.00 USD
Support Plan Total 16,480.00 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, your 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 BILL ADAMS.
ACCEPTANCE OF SUPPORT PLAN
CITY OF FORT WORTH Thermo Electron North America, LLC
Signature Date Signature Date
Support Plan Specialist
PO Number
A Part orThermoFiisher
S C I E N T I F I C
Page 4 of 9
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 l"Seller•')hereby offers for sale to the buyer named on the face hereof("Buyer")the products("Products")and/or annual support plans
#Su port Plan(s)')and billable seMces(#Technical Support)[Support Plans and Technical Support me be referred to collectively as#Services']as Ilsletl on the lace hereof on the express condition
hat Buyer agrees to accept and be bound by the terms and conditions set forth herein(HAgreement'). Any new or different provisions contained In any document Issued by Buyer In response to this
offer are expressly re ecled;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. Buyers receipt of Products or Seller's commencement of Services hereunder will constitute Buyer's acceptance of this Agreement.This to the final complete and exclusive
statement of fhe contract t, w n Seller end Buyer with respect to Buyer's purchase of Products end Services specified herein,which terms may not be altered In en way by Buyers purchase order
terns, No waiver,consent,modlficelion,amendment or change of the forms 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 communfcaffon from Buyer will not be a waiver or modification of the terms set forth herein and all such proposals corhfeined in Buyer's order
are subject to acceptance In wrilinp by an authorized representative of Seller.
2. PRICE. All pdces published by Seller or Seller's representatives may be changed at any time without notice.All prices quoted by Seller or Setter's representatives are valid for thirty(30)
days,unless otherwise stated In writing, All prices for the Products or Services will be as specified bbyy Seller or,if no price has been sppeecified or quoted,will be Seller's standard prices in effect at the
lime of shipment of Products or delivery of Services.An prices are subject to adjustment an account o(apecificetions,quantities,raw rtwlerials,cost of production,shipment arrangements or other forms
or conditions that are not part of Seller's original quotation. Unless otherwise staled 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 wllhoul 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,eitherworklng or reedy for work and shall be payable at the applicable specified rates.
Travel Time#shall include the time spent by Sellers service personnel In travail nngg between their customary headquarters and the Buyers job site and In retumingg(Including travel occurring on
Saturdays,Sundays and holidays). Except ore otherwise stated In the Servicesquotation,Travel Time will be Invoiced per diem at the applicable Travel Zone rates In So let's standard service Net prices.
Air travel and car hire related expenses will be charged In addition to the daily rate at cost plus a 10%adminlstraNen fee.
Standby Time If shall Include the lime that Seller agrees in writing,at Its sole discretion,to reserve 113 service personnel to be ready to perform work for the Buyer,whether on the Job site or rat,UP to a
maximum of 8 tours a day,between the hours of 8:D0 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 Buyers request or,If none,at the current Double Time Rate;and Standby Time preceded andfor followed by Work Tlme is cumulative in deterniinirig Overtime.
Standard Role#the Service rate quoted by Seller that shall be paid for time worked on a regular schedule o1 eight(8)fours per day,Monday through Friday(excluding Setters holidays),between 8:00
a.m.and 6:00 pm.local standard lime.
Overtime Rate#If applicable for the quoted Services,the rate of one and a half times the Standard Rate shag be paid for any time worked In excess of eight(8)hours or between the hours of 5:00 p.rut
and 8:00 a.m.local standard lime,burl not exceeding sixteen(16)hours per day,Monday through Friday,and for any time on Saturdays,not to exceed sixteen(16)hours.Overtime shell be billed in 30
minute blacks,or Ionper time bioc6,If quoted loby the Supplier.
Double Time!tale#the rate of twice the Slanclaid Rate shag be paid for time worked In excess of sixteen(10)hours per day,without a six(0)four 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 ro sale,delivery or use of
any Products or Services covered hereby,all of which lazes and duties must be paid by Buyer. If Burger claims any exemption,Burger must provide a valid,signed certificate or letter of exemption for
each respective Iudsdiction.
4. TERMS OF PAYMENT. Seller may Invoice Buyer Immediately for the single lump sum amount equal to the total charges for the Inilfal Tern of a Support Plan,upon shipment of Products or
upon completion of Technical Support for the price and ell other charges payable by Buyer in accordance vnlh the terms on the face hereof. If no aymenl terms are stated on the face hereof,payment
shall be net thirty(30)days from the dale of invoice. International Techncal Support may require payment In advance.Buyer will grant a security Pntereat in the Products sold under this Agreement until
iaymenl of the/ill)ppuurchase price to Salter in accordance with Article 9.103 of Uniform Commercia Code-Secured Transactions, If Burger falls to pay any amounts when due,Buyer shall pay Seller
nterest thereon el the greater of a periodic rate of one and one-half percent(1.5%)per month or the highest role stipulated by applicable law,logelher w th all costs and expenses(Including without
Ilmilotion reasonable al omeys'fees and disbursements and court code)incurred by Seger kh conecling such overdue amounts or otherwise entercckk�ngg Sellers rights hereunder. Seller reserves the right
to require from Buyer full or partial payment In advance,or other security that Is satisfactory to Seger,at any Nine that Seller believes in good falth f ll3uyers financial condition does not Justify the terms
of ppayment specified.AN payments shag be made in U.S.Dollars unless otherwise specified in Sellers Invoice.
5.A.PRODUCT DELIVERY.AN Products will be s,Sped to the destination sperafled by Buyer,FCA(INCOTERMS 201D)at OEM shIppin point or Sellers distribution facility,as a Olceble,which will
vary depending on Product type and availability andd may Include points outside the United States(U.S.1(Inquire for specific ahtpping print Information). Notwithstanding apedAed NCOTERMS,Seller
shall select tamer on Buyers behalf and Seller agrees to arrange tranTepoitallon of Products to Buyers destinalion,and to act as I Importer of record on behalf of Buyer to clear the Products throw
U.S.customs. All freight,lazes,duties and Insurance,if any,charges ahall be prepaid and added to Buyers invoice.Seller may,at Its election,make partial shbmenls of the Products and irwolce each
shipment separately.Seger reserves the rlgghl to withhold ant�ments In whole or in part endfor terminate any Services,if Buyer falls to make any payment to Seger when due or otherwise fells to perform
Its obligations hereunder. Sellers terminalion of Services will not relieve Buyer's obligation to pay all amounts due for Services provided by Seller prior to the termination date. All shlpping doles are
approwmale only,end Seller will not be liable for any loss or damaagge resulting from anyy delay In delivery or failure to deliver winch Is due to any cause beyond Sellers reasonable contro. In the evenl of
a delay due to anyy cause be and Sellers reasonable control,Seller reserves the di; to lerminete the order or to reschedule the shipment within a reasonable period of time,end Buyer will not be
enitlled to refuse delivery or otherwise be relieved of any obligations as the result of such delay.
5.B, CANCELLATION OR CHANGES BY BUYER If Burger requests that Seller delay delivery of Products for any reason,Seller may place Products in storage at Buyers Oak and expense and for
Buyers account. Orders In process may be cancelled only with Sellers written consent and upon payment of Sellers cancellation charges. Orders In process may not be changed except nigh Sellers
written consent and upon agreement 6y the parties as to an aappppropriate 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,confect Sellers Order AdminlI trallon Deparlment for a Return Materiel Authorization(RMA)number at )6324752.Burger may reed to complete an RMA Form
which includes a Hazard Free Form and/or Instrument Contamination Data Form. If authorized by Seiler,Buyer must return Items to Se ter In Nair original or equtvalenl packaging,prepay sshlF or
charges,and Insure the shlpmenl or accept the risk it the gem Is lost or damaged In shipment.In addition,Seger reserves the right to charge the Buyer the Ilst price for missing companion
a
subassemblies when Incomplete items are returned to Seller. Authorized returns of any unused Items which are free from materiel defects to Seller,In Its sole discretion,may be subject to a twenty
percent(2.0%)restocking charge.
Requests by fryer to delay,postpone or suspend on-slle Services due to no(cuff of Seller,shall be subject to Sellars abllA to race!!its service representatives and to cancel and/or reschedule of any
of their travel errangernenis;and vided Ihel,Buyer pays any and ail additional coals(Inclhxltrg,Travel Time end expenseaincurred by Seiler as a result of the SeMces being postponed or suspended
by Burger.Cancellation of ached ed Services may be subject to a cencelleUon fee of!wanly. percent(20%)if Geller la notified less than 7!cosiness days odor to Ina scheduled dale of service.
6. DELIVERY OF SERVICES.Except as otherwise elated on She face hereof,all SeMces will be provided by Seger or Its agent between the hours o18:00 a.m and 5:00 p.m,local standard
Ilme,Monday through Friday,excluding Sellers Ihdideys either el Sailers prinoipai opcea or,al Sellers option,at Buyers Installation address. if Seller advises Buyer that Services should be
performed al Seliera facility,Buyer will property eckege I(ie Products to prevent damage,clearly mark tiro RMA number on the oiler packaging,and ship It,vie poslageHrelghl prepaid,to the address
sal lough fin Ina face hereof or such different address as Seller mey from time to time provide to Buyer.After Seger ramppfetes the Services,or has made a determination that the products are beyond
repair,Seller may,et Its option,ellher advise Btryer to eorap the
Products or to have the Products sfhipped.poslagelfrelght prepaid,back to Buyers installation address staled on the quotation,or to
such Wher address es Buyer requests. In the event Buyer reqquutre�expedited delivery,ouch delivery will be made at Buyers expense. If Seller advises Buyer that Services should be performed at
Buyers ails,Buyer will use Its best efforts to provide Boller vAlh all requested dlagnoallo Infomelton for any products requiring Services;and subject to compliance with Buyers reasonable eecurlly
requlremenls,will allow Seller free access to ell relevant equipment,decurthentalion and records. In addition,Burger will cooperate with Sellers efforts to perform the Services end will rovide such
additional assistance as Seller may reasonably request. At�Iffhree completion of the Services,Sellers representatives will provide Buyer with a field seMce report on which win be indicated he number of
hours spent end the materials used in canplelIn g the work. Buyers signature on the geld service report will signify approval of the information In the report and Seller's.saNafactory completion of the
Services. If Buyor does not si n the report or provide written objection wilNn five(5)business days crier receipt,then 1 hf a repoO will be deemed unagtivocally approved and accepted by Buyer.
_7. TITLE AND RISK 0�LOSS. Notwl hl standing the transport terms indicated above,fill to erxf risk M 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 remaln with Seller or the Iicensor(s)
thereof,as the case may be. All risk of loss or damage to Burgers products being transported for SeMces shall remain with Burger during shipment to and from the Buyers site and during Sellers
performance of SeMces hereunder.
e. WARRANTIES. Sellers sole obligation with respect to the Services Is to provide the quoted Services In a workmanlike mariner and if Buyer provides notice of defect In Service wlthln ninety
(90)days of completion of such Services,Seller will,at Its sole option,either reperiorm the Services without therge to Buyer or grant Buyer a credit for the amount paid by Burger with respect to such
SeMce. Seller warrants that the Products will operate or perform subslenlleliy in coMormance with Sellers published specifications and be free from defects in material and workmanship,when
sub acted to memos!,proppeer and intended usage by properly trained personnel,ter!fie period of Nma sal forth In the Product rlocumenletion,publslhed specifications or package Inserts(the'Warranty
Perlodj. If a Warranty Perlod Is not spa�lNo in Seller s Product documentation,pultiilshad specifications or package Inserts,the Warranty Period for new Ihswments t twelve(12)months from the
dale of shipment to Buy err;end for all other Products Is nkroty(90)days from the dale of shipment.Duri, Ilwe Warranty Period,Better epreed to repair or replace,at Setters option,detective Products so
as to cause the same to operate in substantial conformance with SeNera ppuublished specifications;provlld that Buyer(a)promptl)r notifies Sailor in writing upon the diacovs%of any covered defect In
the Products,Including the Product model and serial number(if applicable)and details of the warronly claim;and(b)alter Seger a review,Seller will provide Buyer with an RMA number and services
date,which may Include biohazard deconteminallon procedures and other Product-specific handling Instructions.Then,If applicable,Buyer may return the detective Products to Seger with ell costs
prepaid by Buyer. Replacamenl tarts may be new or refurbished,at the election of Seger.NI replaced parts shall become the property a(Seller. Shipment to Buyer of repaired or replacement Products
will be made in accordance with he Delivery clause of this Agreement. Except for new consumable Items manufactured and sold by Seller,this warranty expressly excludes oil other consumable parts
oreomponenls(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 rer or third party supplier are not warranted by Seller,but Seller aggrees to assign to
Buyer any warranty rights In such Product that Seller may have from the original manufacturer a third party supplier,to the extent such assignment Is allowed by such original manudaclurer or third party
supplier.
In no event shell 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;(Yb)Improper storage and handling of the Products;(I use of the Products In combination with equipmeni or software not supplied by Seller(d)shipping damage Incurred
an route to Buyers site or because of moving equipment.In which case Seller will prompNy provide a cost estimate for Technical Support lo the consignee for filing claims to carriers for aNpping
damage;(a)flood,lightning, earthquake,tornado,hurricane or fire,bombing armed conflict melldous mischief,sabotage or other natural or man-made disasters;(t)normal wear and leer,physical
abuse,misuse,sprinkler dameya,electrical surge or abnormal power variation;(g)repairs,maintenance,or modifications made by anyone other than Seller trained personnel or vlthout Sellers
supervislon and/or approval;(h)relocation and reinstallation of equipment;although upon esl Seger will supervise the removing crating,relocation and reinstallation of the Products of Sellers
current Services rates*(1)maintenance or replacement of media(i.e.,guppy disks,plotter all as,etc.)whatever the reason for loss,Failure or damage;6)beta-site spfort;(k)operator(raining;or(1)
repairing Product maliundlons if the fault is not with the equipment. If Seiler determines that Products for which Buyer requested warranty services are not covered by Ns warranty.Buyer wlll pay or
Aped, mo Fisher
S C I E N T I F I C
Page 5 of 9
Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
reimburse Seller for ell costs of investigating and responding to such request al Sellers Then prevailing time and materials males If Seller provides Services or replacement pails that are not covered by
Ihia warranty,Buyer shell pa Seller IhereTor al Sellers Ihen prevelling 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 IS
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 ANDfOR 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 A0 PARTICULAR
RESULT.
9. INDEMNIFICATION.
9.1 By Seller. Seller will indemnify,defend and save Buyer,Its officers,directors,and employees from and against en and all damages,liabilities,actions,causes of action,suits,claim,
demands,losses,costs and expenses(Including without firdlallon reasonable alfome s'fees)(Alndemnifted Items')asserts by another party against Buyer for(1)bodily IMury 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 wd l e erformance of Services
at Buyer's premises under this Agreement and(II))clalms Ihet a Product infringes any U.S.patent,copyright or trade secret;provided,however.Sellers liability under this Secllon does not extend to
any such Indemnified Items caused by either(u the igence or willful misconduct of Buyer,Its employees,agents or representatives or contractors,(v)by any third party,Sw)use of a Product In
combinalion with equWmrenl or solhvare not supppplied by$alter where Iha Praduel alone would not be Infringing,(x)Sellefa compliance with Buyers designs,speciflcalloru or ins ructions,(y)use of the
Product in an application or envronrent for which Il was not desigyned,a(z)modificelions of Ure Product by anyone other than Seller without Sellers prior written approval. Buyer will promptlyy ndtty
Seller In writing of any claim covered b1 Sellers IrxlenxtificeUon oWlgellons ereunder. Seller may assume exclusive control of me defense of each claim or,at the option of the Seller,to settle the
same. Buyer agrees to cooperate reasonably with Seller In connection vrilh the performance by Seller of Its obligations In this Section.
Notwithstanding the above,Salters Infringement related IndemnIn Iran obligations shed be exlingutshed and relieved It Seller,et its discretion and el Its own expense(a)procures for Buys the right et
no eddfiionol expense to Buyer,to continue using the Product; b)replaces or motlifies the Product so that It becomes non Inkinging,Provided the modification a replacement does not adversely affect
the specKcetions of the Product;or(c)in the event(e)and(�)are not practical,refu I to Buyer the amortized amounts paid by Buyer with respect thereto,based on a Ilve(5)Year amortization
schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIA ILITY TO BUYER FOR,AND BUYER'S SOLE AND EXCLUSIVE REMEMDY IN SECT OF,THE
CLAIMS DESCRIBED HEREIN.
9.2 By Buyer. Buyer will inderrnlfv.defend with competent and experienced counsel and hold harmless Seller.Its parent,subsidiaries,e�Nates and divisions,and their respective officers;
directors,shareholders and employees,1lron 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 disbursemenle and court costs)to the extent ads(ng from or In connection with(1)the negligence or willful misconduct of Buyer,Its agents,employees,repreaenlatives or
contractors;(11)use of a Product in combination with equipment or software not supplied by Seller where the Product Elena would rot be infringing;(III)Sellers compliance with desiggnrrs,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)mallficalions of a Product by anyone other Ihen SeNer wilhout Sellers
prior written approval.
10. SOFTWARE. With respect to any software products Incor rated in or forming a pert of the Products hereunder((i.e.,frrmwere),Seller and Buyer Intend and agree[hat such software
products are being licensed and not sold,and that the words"purchase","sell"or aimllor or dohVEIIVe words are understood and agreed to mean'license",and that the word"Buyer'or similar or
derivative words are understood and agreed to mean"licensee". Notwithstanding anything to the contrary contained herein,Seller or its licensor,as the rase may be,retains all rights and interest in
software products provided hereunder. Seller hereby grants to Buyer a royal free,non-exclusive,nontransferable license,without power to sublicense,to use software licensed hereunder solely for
Buyers own Internal business purposes on its hardware Products and to use fife related documentation solely for Buyer's own Internal business purposes. This license terminates when Buyers lawful
possession of the hardware Products provided hereunder ceases,unless earlier terminated as provided herein. Buyer agrees to hold in confidence and not to sell,transfer,license,loan or otherwise
make available in any form to third parries the software products end related documentation prowled hereunder. Buyer ma not dlsassemde,decornpile or reverse engineer,copy,modify enhance a
otherwise change or supplement the software produces provided hereunder wilheul Sellers prior wniten consent. Seller will be onlilled to lertninale This Ilcense if Buyer fails to comply with any term or
condition herein. Buyer agrees,upon lerrination of This lucense,to immedielely slop using all aollware products and related docurtrenlallon provided hereunder end aU copies and porflons thereof.
Certain of the software products provided by Seller may be owned by one or more third pparties and licensed to Seller or nay be stand atone software products,which Buyer hereby agrees are subjecl to
a separate browse wrap,shrink wrap or click-M end user license agreement(EULA). AcooMingly,the warranty and Indemnification provisions herein riff rat apply to such software,which to
exclusively provided in l e applicable EULA.
(1RI. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINEDARRANTIES )HEREIN,THE LIABILITY OF SELLER UNDER THESE TERMS AND COtNDITiIONS
PURCHASE PRI LIABILITY OF SELLER FOR BREACH OF WARRANTY qTHE SOLE
MEDY FOR C NHETHER BY E THEREH IS TOFORE PAIROVIDED D BY BUYER TO SELLER WITH DER THE PRODUCT AND SERVICES
ESPEC O THE PRODUCTS OR SERVICSON OF BREACH OF CONTRACT,TORT,INDEMNIFICATION,OR OTHERWISE BUT ALL NOT EXCEED IVING RISEOUNT TO SUCH LIIAB LIABILITY OR(B)ON LESSER
E MILLION DOLLARS
fS1,0D0,00D). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,IN NO EVE��SHALL SELLER BE LIABLE FOR ANY INDIRECT,SPECIAL CONSEQUENTIAL OR
INCIDENTALL DAMAGES NCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT,LOSS OF REVENUE LOSS OF DATA,LOSS OF PROFITS OR
LOSS OF GOODWILL RRGARDLESS OF WHETHER SELLER(a)HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR(b)IS NEGLIbENT.
12. EXPORT R STRICTINS.Buyer acknowledges that each Product and any related services,software and technology,including technical Information supplled by Seller or contained in
documents(collec(lvely Mtems'),may be subject to export controls or the U.S.ggovernment sniffer other governnents. Such export controls may Include,but are not limited to the Export Admkistralion
Regulations of the U.S.Department of Commerce(the NEAR'),which may restrict or require licenses for the export of Items from the U.S.and their re export from other counUiea 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 erpply any Item,directly or Indirectly,to it)any
country,person or entity,in each case,without first obfe ring from the U.S.government and/or other appropriate government agency any license required to do so Iswfully;(II)any person or organ zallon
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 govemmenl of any such count a(NI)any person or soli(
who Is Involved in Improper development a use of nuclear weapons,or of chemical/biolagglcai weapons(CBW)or missiles,or In terrorist scilvlUas. Buyer shall cooperate My with Seller In any official a
unofficial audit or inspection related to applicable export or import control laws or regulations,arxi shalt 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 mariner consistent with the specifications and entitlements Included In the purchased Support Plan as specified by Soler on the face hereof,
which may Include various levels of service at the Huyer's slle(s)and/or Seflses Depot Repair locations and are purchased separate from the original Product Warranty above(the"Support Servire(s)').
The Support Services will ofYY be valid for Covered Equipment wlthln the Region covered by the Plan(e.g.40 contiguous U.S.),Monday through Friday(excluding Sellers holidays)during the tours of
6:00 a.m,to 5:00 P m.local slandard time("Normal Hours'l during the term of the Agreenenl.The Covered Equipment must be operated according to the manufacturers supplied Instructions,Including
without limitation he Operators 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 a for
services not Included In the Suppppoorrl Plan will be billed at Seffers slandard 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 Plen will begin and remain effective for the period of time staled on the face hereof'Torm").To renew the Support Plan,Buyer must sign a Renewal SeMce
Agreement eccompanted by a purchase order prior to the expiration of the current Term 1"Renewed,which shelf also be subject to the terms and=71 Ions of this Agreement. Either party may
terminate a Support Plan for any/no reason by providing at least thirty(30)days wriltan race to the other party.Seller will use commercially reasonable efforts to slop work and to krcur no addilional
expenses. Regardless,ri 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 murder the underlYpIng Support Flan from its effective dale until the cancellation date or the prorated price of the unclerl rig Support Plan from Us effective date until the cancellation dale,
whichever is greater,plus 5fieen percent(15%)of the total fee paid for the undedying Support Plan.In the event Buyer prepaid the Support Plan fees in full aril a credit balance exists for the undedying
Support Plan,Seller will provide a credit or refund the amount remaining to Buyer,
C. Pricing and Pricing Assumptions. Except as otherwise agreed In wnhrg the annual charge for each Renewal will be Themes Fishers standard support plan rates In effect at the start of the
Renewal. All Support Plan pricing is based on the assumption that the Covered EgqtuiapmenI ape rates in accordance with product specifications as of the coverage alert dale;therefore,prior M the start of
each Term end Renewal,Seller reserves the riphl to verify end correcl the rxxugllon of the Covered Equlpmerrl and Invoice Buyer at SeNera current tillable rates for any Support Services deemed
reasonably necessary to bring the Covered Equipment Into good operas rig condition.NoNrllhstending the above,Seller agrees to waive Its right to bill the Buyer for bringing the(C;overed Equipment into
good operating condition If there Is no lapse between the end dale of the current Support Ran Term and the bepinning of any Renewer.
D. Parts and Consumables:The Support Plan level defines when and If the cost of pats is included rider the Support Plan.Notwithstanding tInkhe fore
frig,the coal for parts that are consumed
in the normal and usual operation of the Covered Equipment Including,but not limited to,sample preparation and analysis,consurnables,paper, cariddpas,ribbons,pens,lamps and/or data media
are not covered under any Support Plan.
E. Keyy Operator:Buyer will de pale a key operator of Covered Equipment who can describe instrument malfunctions to Sellers service representatives by telephone and who Is qualified to
perform sknpla adjustments and corrections to the Covered Equipment as requested by Sellers service representatives. Buyers(allure to designale a key oporator or to perform or to have an
authorized representative perform the routine maintenance specified in the Covered Equipment's Instructions or Owners Manual may result,at Seller's option.In Buyer being Invoiced at Sellers
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 Sellers Products without Incurring any obligation to make any updates or changes
whatsoever In the Covered Equipment under the Support Plan.Bayer agrees to allow Seller,at Its expense and option,to make retrofits or design changes which Improve product reliability but do not
change Ile par Se
panic charecledslics. 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 end covered Support rvices,0. gg �yy pp pp pppp mannerike
rt
Peen gehosed�by Bu for herert SaiAces under.SELLER MAKES IN0 OTHER WARRAPNTIES FOR SLIPPORTISERVICESP OVIDEort Services D UNDER AI SUPPOT PLAN EXPRESS OREIMPLIED,AND DiSC lements of thu MS 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 6ONTRACT,WARRANTY,NEGLIGENCE OR OTHERWISE.
I. Support Plan Exclusions:The followingoccurrences are not covered by any Support Plan purchased by Buyer from Seller under this Agreement:
((a)) Covered Equipment malfunctions causd by an of the following abnormal conditions;and I Seller performs Support Services as a result thereof,Seller will invoice Buyer at Sellers standard
6Ulable rates for service,travel or move labor and parts:(y1)Shipping damage Incurred an rattle to Buyers site or any subsequent transport thereafter, (it) Force Majeure everts,including for example,
goods lightning,earthquake,tornado,fwmicane or fire,bombin,ierodsm,armed conflict,malicious mischief,sabotage or other such natural or manmade disasters; ill)Physical abuse,misuse,
sprinkler damage,electrical surge or abnormal power variation; v)Repairs,maintenance,or modifications made by anyone other then Sellers trained personnel or wilhout Sellers supervision and/or
epprovel;and Relocation and reinstallation of Covered Eq pmenl are not covered under the Support Ran;however,upon request Seller,will supervise the removing,crating,relocation and
reinslallalion of its products at Sellers standard billable rates for service,travel or move labor and parts.
(b) Maintenance or replacenenl of media(1.e.,floppy disks,pdnler supplies,etc)whatever Me reason for lose,failure or damage;
(c)Servicing of material or Instruments manufactured by anyone olhar than Seller,Including third-party malarial or Instruments purchased for engineering specials;
d Bele-site support;
e Service calls made to train operators;and/or
I) Service calls made as a result of Buyer4denfified areas of responsibility,I.e.malkmctlons related to Buyers site conditions,utilities andibr facilities(power,water,temperature,fruntdity,
A Part o,Thermo Fisher
S C I E N T I F I C
Page 6 of 9
Thermo Electron North America LLC
1400 Northpoint Pkvw Ste 50
West Palm Beach, F 33407-1976
vibration,dust,etc.)or site compulerldola network problems or Integrity.
J. Buyer Responsibilities:Buyer will glvo Seller's peraonnef reasonable access to the Covered Equipment whenever Support Service Is required.Buyer will cooperate with Seller's personnel so
Iha(Support Services can be performed of i entry and without Interruption.Buyer will ppeermtl Seller to use of Buyers equipman[,Including Covered Equipment,that Seler's personnel deem necessary
to perform the Support Services.Buyer Is solely responsible for(he procurement Installalion,maintenance and fees associated with all third party communication equipment and media as needed for the
performance or Support Service under the Support Plan Includl�p but not limited to,telephone and equipment for remote transmission of data.
14. INSURANCE.For the Term of a Support Plan and/or(or the provislon of on-silo Services purchased hereunder,as applicable,Seller agrees to maintain and carry Nobility Insurance In amounts
set forth below with Insurance companies rated B+or better b MBEST' ling services. Insurance includes(a)cormeirGel general McWllly insurance for a limit of US$2,DD0,DDO(two million))for each
occurrence and US34,OOD 000(four miplon))In the aggregate,(yb)Statutory workers'cempenaation,end employer'&liability Insurance for a limit of USS1,000,000(one million),(c)Automobile Iiabilily of
USf2,000,000(two mllllonS and(tl)Urtibrelia coverage of USS5,000 Oo0(five million). No policy wall Include a waiver of subrogallon. Upon request from Buyer related to applicable Services,Seller will
provide to Buyyer a cerlificele of Insurarnce using the slenderd ACORb form to ewtlence the Pnsurence cover le required herein.
15. MEDICAREIMEDICAID REPORTING REpUIREMENTS. If Buyer Is a recipient of MedlCere/Medlcaldunds,Buyer acknowledges that It ha&been Informed of and agrees to fully and accurately
account for,end report on its appplicable cost report,the lolel value of en discount,rebels or other compenseGon pp�ld hereunder In a way that oomplles with ell applicable federal,slate and local laws
end regulations which eslebtiah'Safe Harbor for discounts. Buyer may make written request for additional Informetlon from Seller as needed to satisfy Buyers reporgnpp requirements. Buyer
acknowledges Ihaf agreement to such reporting roquiremenl was a cendilmon precedent[o Sellers agreement to provide Products and that Seller would not have entered Into thls'Agreament had Buyer
not agreed to comply with such obligations.
18. MISCELLANEOUS. (a)buyer may not delegate any duties or assign any rigghts or claims hereunder without Sellers prior written consent,and any such attempted delegation or assignment
shell be void.(b)The rigghts and ohllgatlons of the parties hereunder shall be governed by aril construed In accordance with the laws of the Commonwealth of Massachusetts,U.S A.without reference to
Its choice of few provisions. Each party hereby Irrovocably consents[o the exclusive jurisdiction of the slate 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 purl(hereby wolves an yy other venue to which it may be entitled by domicile or otherwise. (c)In the even[of any legal proceeding between the Seller and
Buyer relating to this Agreement,neither party may clalre the right to a Irtat by jurryy and both parties welve any ri lit they may have under applicable law or otherwise to a right to a trial by ury Any action
arising under this Agreement must be brought within one(1)year from Iho dale That the cause of action arose. ?d))In the event first any one or more provisions contained herein shall be Held by a tout
of competent jurisdiction to be Invalid,Illegal or unenforceable in any respect,the validity,legally and enforceab]Illy of the remaining provisions contained herein shall remain In Tug force end effect,
unless the revision materially changes the bargain. (a)Sellers failure to enforce,or Sellers waiver of a breach of,any provision contained herein shall not constitute a waiver of an other breach or of
such pprrovision. (�Unless otherwise expressly staled on the Product or In the documentation erxompanyinngg 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 Dig Adminlslrallon regulellons and Is not to be used for any illegal or unapproved regulatory purposes,including
without Ilmtalion,in vitro dlegnosgc uses,ex vivo or in vivo therapeutic uses,or any type of consumption by or application to humans or animals. (g)Seger agrees not to knowinglyy disclose any
confidential Information or dale obtained br 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 Se ler provides to Buyer are the confidential and proprietary Information of Seller.The parties agree to keep such information confidential and not disclose each
others confidential Information to any third party for one(1)year hereafter,and to use such information sole lyy for 8 ers in[emal purposes and In connection with the Products supplied hereunder.
Nothing herein shall restrict the use or Information available to the general public.(h)Any notice or communicaDon requ red or ermined hereunder must be In writing and shall be deemed received when
personally delivered,upon delivery by any Inlemallonally recogrrized carrier such as Federal Express or similar overnight delivery service,or three(3)business days after being sent by certified mall,
poslags pprepaid,to a party at the address specified herein or of such other address as either party may from time to time designate to the other.(1)Seller may,in Its sole discretion,provide(p ep Ilcable
Product tralning to Buyer or Its employees,or(II)samples of Products to Buyer for distribution to patients of B er. Buyer agrees to distribute an such samples to patients for patient use or,IPnot so
distributed,to return them to Seller. Buyer maY not use the samples to provide care to alienls and must not bg any patients or third party payers when Buyer dispenses the aamples.(g Seger hereby
rejects and disclaims any rights of Buyer conlalnad,or obligations Imposed upon Seller,in any document provided,referenced or olherwlse submitted y Buyer,In each case,the Seller has not
expressly included in this Agreement or a writing manually executed by Seller(knctudirg,wigwul limitation,any d,hts of Buyer In respect of designs,specifrcalione,source code or Intellectual property,
owned,or licensed by Seller;any rights to Items or services not specifically Identified In alters quotation;anyy and t rights or financial offset rights of Buyer;any ppenalties or liquidated damages Imposed
upon Seller;any o611galion by Seller to comply with Heellh Insurance Porlablgty end Accounlabigty Act of 1006(as amended),Current Good Menufaclunng Practice regulations(es emended)or the
requirements,as amended of the Customs-Trade Partnership Against Tertorism;any obligation that Seller comply with any law Thal,under few,would not otherwise eppl to Seller in reaper of the
Irensaclion(s)centemplated hereby;any right of Buyer to with fmold ell,or any po'lion,of the purchase price of any Products or Services provided hereuxler for any period of lime;any right of Buyer,itself
or through nny Ihlyd party,to remedlala any detects In,replace or re erlofm,any
Products or Services provided hereurtder at Sellers cost or expense;any obl getion of Seller to waive,or require Its
insurers to weNe,any rights of subregarter any obligation of Seller that would impair,resiict or prohibit Sellers ebgity lo,freely conduct any buslrness with any person or In any geography or market;
and/or or any waiver y Seller of any right to enforce any of,
terms hereof).
BUYER SELLER
B
By:
Name: Punt Name:
Print Title: Print Titie:
Dale:Initial here to Indicate Buyers agreement to automatically apply the Terms and ons o a e or Products and Service to all future orders of Products and Services from Seller,whether or not
tii—e Agreement is rererenced on Setters quote or Buyers Purchase Orders,for (write q of years)from later dale of the parties'signature,or until either party provides written notice that this
Agreement is terminated.
A Par ofThermo Fisher
S C I E N T I F I C
Page 7 of 9
Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
Material Serial no. Your Ref. Description
063978 DXZ0043964 Auxiliary Pump
Our record location: Actual location if different:
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
ServiceYour Co
Material Serlal no. Your Ref. Descri tion
068888 DX11114493 AS-DV Autosam ler
Our record location: Actual location if different:
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
Your Service Contact:
Material Serial no. Your Ref. Descri tlon
070220 DX11113996 VWD Variable Wavelength Absorbance D
Our record location: Actual location if different:
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
Your Service Contact:
Materlaf Serial no. Your Ref. Descri tion
072027 DX11102552 Sin id Pump.Analytical Isocratic
Our record location: Actual location If different:
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
Your Service Contact:
Material Serial no. Your Ref. Description
072007 DX11050662 Detector Com artment with Dual Tempe
Our record location: Actual location if different:
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
Your Service Contact:
Please Indicate changes as necessary and fax to:877-867-8946
A Part cjhermo Fisher
S C I E N T I F I C
Page 8 of 9
Thermo Electron North America LLC
1400 Northpoint Pki Ste 50
West Palm Beach, FL 33407-1976
Material Serial no. Your Ref. Description
072109 DX11051027 Dual Pump,Capillary Isocratic
Our record location:I Actual location If different:
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
Your Service Contact:
Material Serial no. Your Ref. DescriDtion
074922 DX11051063 AS-AP Autosampler with Temperature C
Our record location:I Actual location If different:
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
Your Service Contact:
Material Serial no. Your
079913 DX11050378 Fluent Generator
Our record location:I Actual location If different:
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
Your Service Contact:
Please indicate changes as necessary and fax to:877-867-8945
A Pan o,Thertno Fisher
S C I E N T I F I C
Page 9 of 9
i
1
P.O.No._ 18-00101560
S5 fVo.:5518-399111
' GiRTWORT
CITY OF FORT WORTH
SOLE SOURCE PURCHASE VENDOR AGREEMENT
This Sole Source Purchase Agreement('Agreement")is entered into by and between Thermo
Electron North America,LLC("Seller")and the City of Fort Worth,fftyer"),a Texas home
rule municipal corporation.
The Sole Source Purchase Agreement includes the following documents which shall be construed
in the order ofprecedence in which they are listed:
1. This Sole Source Purchase Agreement;
2. Exhibit A—Terms-and Conditions;
3. Exhibit B--Conflict of Interest Questionnaire.
4. Exhibit C Vendor Contact Information
5. Exhibit D Verification of Signature Authority
6. Exhibit E Seller's Sole Source Justification Letter
7. Exhibit F Sole Source Procurement Justification;and
6. Exhibit G Seller's Proposal
Exhibits A,B, C,D,E,F and G, which arc attached hereto and incorporated herein, are inado a
part of this Agreement for all purposes, The Amount of this contract shall not exceed$50,000.
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and birid the respective Seller, Seller and Buyer have caused this Agreement to be
ekocuted by their duly authorized representatives to by effective as of the date signed below.
their duly authorized representatives to be effective as of the.date signed below.
Vendor Name: Thermo Electron North America LLC
Authorized Signature
Printed Name:
Resa Ferguson
Title:
Contract Administrator
Date: 09/28/18
Sole Source Agreement—18-399111
1
Revised 7.6.18cg
P.O.No. 18-00101560
SS No,:SS18;399111
City of Fort Worth
Authorized Signature
Printed Name;
,:
ZCC
Title:
l� ✓ �«ViGcs
Date:
Exhibit A
CITY OF FORT WORTH,TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF JIUY�
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 IN MUNITION 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 Port Worth,'
3.0 TERM
3.1 The term of this Agreement will commence upon August 15,2018 or the last date
that both the Buyer and the Seller have executed this Agreement(the"Effective
Date")and shall continue in full force and effect until August 14,2019.(This will
be a maximum of 1 year-follow M&C date or agreed to date),unless terminated
earlier in accordance with the Provision of this Agreement,
3.2 Buyer shall have the sole right to renew this Agreement for 3 additional one-year
terms. If Buyer desires to exercise an option to renew,Buyer will notify Seller in
writing of its intention to renew. Compensation to be paid during any option teen
shall be the same as is stated in the Initial Term,unless agreed to in writing by both
parties.
4.0 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 Publie.Information Act.See TEX.GOV'T 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 opportunityto make arguments to the Texas Attorney General's Office(the"AG")
Sole Source Agreement--18-399111
2
Revised 7.6,18cg
P.O.No. 18-00101560
SS No.:SS18-399111
regarding reasons the Seller believes that its information may not.lawfully be released.If
Seller does not make arguments or the AG rejects the arguments Seller makes, Seller's.
information will be released without penalty to the City.
5.0 _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)
6.0, ORDERS
6.1 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.
6.2 Acceptance of an order and delivery on the part of the Seller without an approved
contract number,purchase order number,or release number issued by the Buyer
may result in rejection of delivery,return of goods at the Seller's cost and/or non-
payment.
7.0 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;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.
8.0 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.
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9.0 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.
10.0 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 terns do not include transportation costs;
provided,Buyer shall have the.right to designate what method of transportation shall be
used to ship the goods.
11.0 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.
12.0 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.
13.0 INVOICES
13.1 Seller shall submit separate invoices in duplicate,on each purchase order or
purchase change order after each delivery.Invoices shall indicate the purchase
order or purchase change order number.Invoices shall be itemized and
transportation charges,if any,shall be listed separately.A copy of the bill of
lading and the freight waybill,when applicable,should be attached to the invoice.
Seller shall wail 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.
13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices.
The Buyer shall furnish a tax exemption certificate upon Seller's request.
13.3 Payment. All payment terns shall be"Net 30 Days"unless otherwise agreed to
in writing, Before the 1st payment is due to Seller,Seller shall register for direct
deposit payments prior to providing goods and/or services using the forms posted
on the City's website".
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14.0 PRICE WARRANTY
14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which
Seller warrants to be no higher than Seller's current prices on orders by others for
products and services of the kind and specification covered by this agreement for
similar quantities under like conditions and methods of purchase.In the event
Seller breaches this warranty,the prices of the items shall be reduced to the prices
contained in Seller's proposals,or in the alternative upon Buyer's option,Buyer
shall have the right to cancel this contract without any liability to Seller for breach
or for Seller's actual expense. Such remedies are in addition to and not in lieu of
any other remedies which Buyer may have in law or equity.
14.2 Seller warrants that no person or selling agency has been employed or retained to
solicit or secure this contract upon an agreement or understanding for
commission,percentage,brokerage or contingent fee,excepting employees of an
established commercial or selling agency that is maintained by Seller for the
purpose of securing business.For breach or violation of this warranty,Buyer shall
have the right,in addition to any other right or rights arising pursuant to 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.
15.0 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
I goods furnished will conform to Buyer's specifications,drawings and descriptions listed
in the proposal invitation,and the sample(s)furnished by Seller,if any:In the event of a
conflict between Buyer's specifications,drawings,and descriptions,Buyer's
specifications shall govern.
16.0 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
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17.0 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 oi: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.
18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.1 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
i°Deliverables,")do not infringe upon or violate any patent,copyrights,
trademarks, service marks,trade secrets,or any intellectual property rights
or other third party proprietary rights,in the performance of services under
this Agreement.
18.2 SELLER shall be liable and responsible for any and all claims made against
the City for infringement of any patent,copyright,trademark,service mark,
trade secret,or other intellectual property rights by the use of or supplying
of any Deliverable(s)in the course of performance or completion of,or in any
way connected with providing the services,or the.City's continued use of the
Deliverables)hereunder.
18.3 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
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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.
19.0 OWNERSHIP OF WORK PRODUCT
Neither party to this Agreement intends to transfer or sell any of its intellectual
property rights under this Agreement for the supply of commercial products and
services.The parties expressly agree that Thermo Fisher shall retain all right,title and
interest in and to all intellectual property owned,controlled or developed by it prior to
and during Thermo Fisher's performance under this Agreement,including without
limitation,the intellectual property embodied in the products,services,instrumentation,
the software included in its products and instrumentation,and all documentation of
Thermo Fisher that is useful for the operation of the products,instrumentation or
services provided hereunder("Thermo Fisher IP').The parties acknowledge and agree
that except as expressly stated in this Agreement the customer shall have the limited
license to use the products and/or services for its internal purposes only and no other
licenses or other rights in or relating to the Thermo Fisher IP or their use,or under any
patents or other intellectual property rights owned,controlled,or otherwise held by
either party or its affiliates are granted to the other party under this Agreement.In the
event,either party wishes to transfer intellectual property rights,such transfer shall be
only become effective through a separate written license agreement between the parties.
20.0 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,
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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.
21.0 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.
22.0 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,thirty(30)days'notice and 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.
23,0 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, i£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.
24.0 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.
25.0 MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both
parties.
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26.0 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 attachments and exhibits.This Agreement is intended by
the parties as a final expression of their agreement and is intended also as a complete and
exclusive statement of the terms of their agreement.No course of prior dealings between
the parties and no usage of trade shall be relevant to supplement or explain any term used
in this Agreement.Acceptance of or acquiescence in a course of performance under this
Agreement shall not be relevant to determine the meaning of this Agreement even though
the accepting or acquiescing party has knowledge of the performance and opportunity for
objection.Whenever a term defined by the Uniform Commercial Code(UCC) is used 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,and the Seller's Quote.
27.0 . APPLICABLE LAW/VENUE
Both parties agree that venue for any litigation arising from this contract shall be in Fort
Worth,Tarrant County,Texas.This contract shall bd governed,construed and enforced
under the laws of the State of Texas.
28.0 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 respondent 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.
29.0 LIABILITY AND INDEMNIFICATION.
29.1 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.
LIMITATION OF LIABILITY,NOTWITHSTANDING ANYTING TO
THE CONTRARY CONTAINED HEREIN,THE LIAB11LTY OF
SELLER UNDER THESE TERMS AND CONDITIONS(WHETHER BY
REASON OF BREACH OF CONTRACT,TORT,INDEMNIFICATION,
OR
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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(B).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.
29.2 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
30.0 SEVERABILTTY
In case any one or more of the provisions contained in this agreement shall for any
reason,be held to be invalid,illegal or unenforceable in any respect,such invalidity,
illegality or unenforceability shall not affect any other provision of this agreement,which
agreement shall be construed as if such invalid,illegal or unenforceable provision had
never been contained herein.
31.0 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
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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.
-32.0 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.
33.0 NON-DISCIUMNATION
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 afl 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.
34.0 IMNUGRATION NATIONALITY ACT
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(I-9),maintain 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 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.
35.0 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
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addition,Seller agrees to obtain and pay,at its own expense,for all licenses,permits,
certificates,and inspections necessary to provide the products or to•perform the
services hereunder.Seller shall indemnify Buyer from any penalties or liabilities due
to violations of this provision.Buyer shall have the right to immediately terminate
this Agreement for violations of this provision by Seller.
36.0 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 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.
37.0 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.
38.0 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
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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.
39.0 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 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"acid
"company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract,Seller
certifies that Seller's signature provides written verification to the City that Seller:(1)
does not boycott Israel;and(2)will not boycott Israel during the term of the contract
40.0 INSURANCE REQUIREMENTS
40.1 Seller 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.
Seller 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 within five(5)calendar days of notification.
40.2 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
contract price shall be adjusted by the cost of the premium for such additional
coverage plus 10%.
40.2.1 Statutory Workers' Compensation Insurance and Employer's Liability
Insurance at the following limits:
$100,000 Each Accident
$500,000 Disease—Policy limit
$100,000 Disease—Each Employee This coverage may be written as
follows:
Workers' Compensation and Employers' Liability coverage with
limits consistent with statutory benefits outlined in the Texas Workers'
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Compensation Act(Art. 8308—L01 et seq. Tex.Rev, Civ.Stat.)and
minimum policy limits for Employers'Liability of
$100,000 each accidentloccurrence,
$500,000 bodily injury disease policy limit and
$100,000 per disease per employee.
40.2.2 Commercial General Liability Insurance including Explosion,Collapse,
and Underground Coverage shall be provided as follows:
$1,000,000 Each Occurrence
$2;000,000 Annual Aggregate
Coverage shall include but not be limited to the following:
premises/operations,independent vendors,products/completed
operations,personal injury,and contractual liability.Insurance shall be
provided on an
occurrence basis,and as comprehensive as the current Insurance Services
Office(ISO)policy.
40.2.3 Auto Liability Insurance shall be provided as follows:
$1,000,000 Combined Single Limit Each Accident
A commercial business policy shall provide coverage on"Any Auto",
defined as autos owned,hired and non-owned.
40.2.4 The Contractor shall furnish the Purchasing Manager, with a certificate of
insurance documenting the required insurance prior to the commencement
of services.
40.2.5 Policies shall be endorsed to provide the City of Fort Worth a thirty-(30)
day notice of'Cancellation,'material change in coverage,or non-renewal of
coverage,
40.2.6 Applicable policies shall also be endorsed to name the City of Fort Worth
as an additional insured, as its interests may appear(ATIlAA).
40.3 ADDITIONAL INSURANCE REQUIREMENTS
40.3.1 The City,its officers,employees and servants shall be endorsed as an
additional insured on Vendor's insurance policies excepting employer's
liability insurance coverage under Contractor's workers' compensation
insurance policy.
40.3.2 Certificates of insurance satisfactory to the City and Worker's
Compensation Affidavit must be received before Vendor can begin work.Failure to supply
and maintain such insurance shall be a breach of contract.
Sole Source Agreement—18-399111
14
Revised 7.6.18cg
P.O.No. 18-00101560
SS No.:SS18-399111
Contractor shall provide complete copies of all insurance policies
required by this Agreement.Certificates of insurance must be
supplied to:
Financial Management Services Department
Attention:Purchasing Division SS-18-434923
200 Texas Street(Lower Level)
Fort Worth; Texas 76102
40.3.3 Any failure on part of the City,to request required insurance
documentation shall not constitute a waiver of the insurance requirements
specified herein.Each insurance policy shall be endorsed to provide the
City a minimum 30 days'notice of cancellation,non-renewal,and/or
material change in policy terms or coverage.A ten(10)day notice shall
be acceptable in the event of non-payment of premium.
40.3.4 Insurers must be authorized to do business in the State of Texas and have a
current A.M.Best rating of A:VII or equivalent measure of financial
strength and solvency.Deductible limits,or self-funded retention limits,
on each policy must not exceed$10,000.00 per occurrence unless
otherwise approved by the City,
40.3.5 Other than worker's compensation insurance,in lieu of traditional
insurance,City may consider alternative coverage or risk treatment
measures through insurance pools or risk retention groups.The City must
approve in writing any alternative coverage.
40.3.6 Workers' compensation insurance policy(s)covering employees of the
Vendor shall be endorsed with a waiver of subrogation providing rights of
recovery in favor of the City.
40.3.7 City shall not be responsible for the direct payment of insurance premium
costs for Vendor's insurance.
40.3.8 Vendor's insurance policies shall each be endorsed to provide that such
insurance is primary protection and any self-funded or commercial
coverage maintained by City shall not be called upon to contribute to loss
recovery.
40.3.9 While this agreement is in effect,Vendor shall report,in a timely manner,:
to the Purchasing Department any known loss occurrence that could give
rise to a liability claim or lawsuit or which could result in a property.loss.
40.3.10 Vendor's liability shall not be limited to the specified amounts of
insurance required herein.
Sole Source Agreement-18-399111
15
Revised 7.6.18cg
P.O.No. 18-00101560
S5 No.:SS18-399111
Exhibit B—CONFLICT OF INTEREST QUESTIONNA1fRE
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 httu://www.ethics.state.tx.us/forms/CIO.ydf.
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.
Sole Source Agreement—18-399111
16
Revised 7.6.18cg
P.O.No. 18-00101560
SS No.:SS18-399111
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire rerlools changes mode to the law by H.B.20,81th Leg.,negulsr session. OFFICEUSEONLY
This questionnaire is being filed in accordance with Chapter t78,Local Government Code, Date Fw,&ed.
by a vendorwho hen it business relationship as defined by Section 170.001(1-a)with a local
governmental entity and the vendor meals requirements under Section 176.008(a).
Bylaw this questionnaire,must be filed the records administrator of the local governmental
entity not later than the 7th business day afterihe data the vendor becomes aware of facts
that require the statement to be flied. See Section 176.008(a-1),Local Government Code.
A.vendor commits an offense If the vendor knowingly violates Section 176.006,Local
(aovemment Code.An offense under this section Is a misdemeanor.
!J Name of vendor who has a business relationship with local governmental entity.
Thermo Electron North America LLC
x Cfieckihlaboxlfyouarefllinganupdaleloaprevlouslyfliedqueationnare.
(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 bgosme aware that the originally riled questionnaire was
Incomplete or inaccurate)
Name of local government offloer eboutwhoni the information In this section Is being disclosed.
N/A
Name of Officer
This section(Item 3 Including subparts A,B,C,8 D) must be completed for each officer with whom fire vendor has an
employment or other business relatonsNp as defined by Section 170.001(1-a),Local Government Code. Attach additional
pages to this Form CIO as necessary.
A. Is tite looal government officer named In ibis section receiving or likely to receive taxable Income,other than Investment
Income,from Ilia vendor?
QYes ONO
S..to 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 aeolion AND the taxable income Is not received from the local govarnmental entity?
Dyes E—]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 F—�No
D.Describe each employment or business and family relationship with the local government offloor named In this section.
��fa �-,gcwvN 09/28/18
SIgnalute of vendor doing huslness whh the governmental entity Dale
Adopted 8/7/2015
Sole Source Agreement—18-399111
17
Revised 7.6.18cg
P.O. No, 18-00101560
SS No.:SS18-399111
EXHIBIT C—VENDOR CONTACT INFORMATION
Vendor's Name: Thermo Electron North America LLC
Vendor's Local Address: 1400 Northpoint Parkway, Ste 10,West Palm Beach, FL 33407
Phone: 800-532A752 Fax: 877-818-5198
Email:
Name of persons to contact when placing an order or invoice questions:
Name/Title Bill Adams,Contract Specialist
Phone: 800-532-4752 Fax: 877-867-8945
Email: william.adams@thermofisher.com
Name/Title Contract Administration Department
Phone: 800-532-4752 Fax: 877-867-8945
Email: contract-admin@thermoflsher.com
Name/Title
Phone: Fax:
Email:
asa R A6fd0/1 Resa Ferguson 09/27/18
Signature Printed Name Date
Sole Source Agreement—18-399111
18
Revised 7.6.18cg
'P.O.No._18-00102560
SS No..$518-399111
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
THERMO ELECTRON'NORTH AMERICA LLC
5225 VERONA ROAD
MADISON,WI 53711
Vendor hereby agrees to provide City with independent audit basic financial statements,but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form("Form")hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement,amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order,resolution,
ordinance or other authorization of Vendor.City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor,Vendor will submit an
updated Form within ten (10) business days If there are any changes to the signatory authority.City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Vendor,
1, Name,- Resa Ferguson
Position: Contract Administrator
Signature
2. Name
:---
Position:
Signature -
Signature of Preside/Managing Partner
Title: Date_ g
Date: VUOb�✓ l6
Sole Source Agreement—18-399111
19
Revised 7.6,18cg
' Thermo Fisher EXHIBIT E
SCIENTIFIC
July 30,2018
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TX 76140
RE:Sole Source
Dear Valued Customer,
Thermo Fisher Scientific is the sole source equipment manufacturer and service provider for all Thermo
Fisher Scientific spectrometers,parts,training,technical support,field service support,and software.
The legal entity for your Thermo Fisher Scientific Dionex IC System is Thermo Electron North America
LLC,which Is a part of Thermo Fisher Scientific: Thermo Fisher Scientific Is the world leader in analytical .
Instruments,complimented by the most comprehensive services portfolio in the Industry. Our Instrument
solutions enable our customers to make the world healthier,cleaner,and safer.
The IC System and any attached peripherals use a technologically advanced method to analyze
chemicals and to Identify unknown samples, Thermo Fisher Scientific has proprietary rights to the design
and software utilized In this instrument. Thermo Fisher Scientific Is the only company with access to
performance verified component parts,spare parts,software,technical support,upgrades and,
engineering resources to maintain the original operating specifications for your Thermo Fisher Scientific
instrument. Thermo Fisher Scientific Field Service Engineers(FSE's)are the only certified and factory
trained engineers available to service the Instrument,and are part of an organization that Is ISO certified.
The prices listed on the support plan are those charged to any other customer with the same Instrument
model and age,configuration,and contract type.
We appreciate the opportunity to continue the valued service relationship with you. Please contact me if
you have any questions regarding this Information.
Sincerely,
Candy Sanchez
Customer Support
Thermo Electron North America LLC
5225.Verona Road
Madison, WI53711
800-532-4752
Fax: 877-373-4006
Email:caudy.sanchez®thermofisher.com
www.thermofisher.com
www.themioscientific.com
www.thermoscientific.00m/servicerequest
EXHIBIT F
FoIDT WO
RT
Purchasing D.ivislon
City of Fort Worth
SOLE SOURCE PROWREMENT JUSTIFICATION
Purpose
This form must accompany all sole source purchase requests for equipment, construction,
supplies or services.when the purchase is for more than$3;000.00. This form is not needed when
the.purchase is for a professional services contract. The purpose of the sole'source procurement
justification is to demonstrate that:the competitive procbss Is not required because only one
product or, service can meet the specific need of the City of Fort Worth ("City"). A sole source
procurerent may not be used to circumvent the City's normal purchasing procedures or for:a
price-(lased justificat(on. Acceptance of. the sole source procurement justification is at'the
discretion of the Purchasing Division Manager or his designee.
Certification
My signature below certifies that.l am aware that.state and federal procurement statutes and
regulations require that.procurements of a certain amount made by government-entities must be
competitively 'bid unless the purchase qualifies as an exemption to the competitive bidding
requirements. I am requesting this sole source procurement based on the Information provided
In the Justification section below, The informatlon Is complete, accurate and based-on my
professional judgment and investigations, I also certify that this purchase:will not violate Section
2-238 of thQ City's Ethics Code.
Requesting Department; Water
.Requested by[printed rramo); David Nelson
signature:
Recommended by[printed name]: Chris'Harder
-Department Director I
Signature: f �u `
Telephone number:
Date;. Ile
Sole SoOdc Procpremont dustit10400p
Pgge I of Rev.12/2014
Justification
1, Describe tho produo(s) or service(s) your department wishes to purchase--provide Vendor
name,. manufacturer,: model number and/or generic description,-identifying the item(s) or
service(s).
Vendor Name: Thermo Eleetron North America LILC
Model Annual Service Adreement fnr equipment utilized for testihm.
Descri tion: EPA300 0 Part A " EPA30.0A INA 1314 Chro ium 6
Name: Serial.Number
Dual Pump, Capillary Isocratic DX11051027
Detector Compartment with Dual Temperature erature DX11050662
Single Pump,Analytical Isocratic DX11102552
AS-AP Autosam lerwith Temperature.Controls DX110511063
E=luerit Generator DX11050378
VWD--Variable Wavelength Absorbance Detector DX11113996
AuxIllary'Pump DXZ0043964
AS-DV Autosam ler DX11114493
2. Purpose—provide a brief description of Why the product(s)or.service(s)Is required.
The equipment is Utilized for EPA300.0 Wart Al. EPA300.1 Wart By,Chromium 0 to
ensure accuracy for the analysis of water,wastewater for monitoring and meeting
regulatory requirements. The various programs/projects include, but are-not limited
to,distribution systems,waste water treatment plants,water treatment plants, other
municipalities, public water systems,private customers and regulatory requirements
for samples that.encoMpass public-safety concerns.
3. Describe yeur efforts to identify other vendors — trade shows, Internet search, vendor
catalogues. Provide product and contact information for-other products, services.and vendors
evaluated. (A quote Is not:required, simply e_nopgh information to show the availability/non-
availabiliiy of other.sources)
Currently, no other vendor meets the,oriteria as per internet search, Thermo Fisher
Dionex Is the sole source provider of.:factory authorized service representatives,
replacement parts,factory recommended upgrades and service notes and is the sole
proprietary source for escalation services to resolve difficult.problems�,'irlcluding
replacement if necessary.
i4. Justification:
e, identify the reason(s)why other vendors, products, or services competing in this market
do not meet the City's needs or specifications: .
X_ The product($) or servlce(s):Is avollablb:frorn only.ogle,source because of.patents,:
copyrights',secret processes, or naturof monopolies,
The product(s) is o -captive replacement part(s) -or eompohetit(s)-for existing
equipment.
We Source Procurement Justificatlon
Page 2 of3 Rev. 1=014
Thedollor value:.of the existing equipment Is approximately$�. 240,000.
_X_ Use of other than-Original Equipment Manufacturer parts Jeopardizes the warranty
or may result in equipment not-functioning to the leve:l'of factory specifications.
Authorked factory-service Is available from only one source.
MaIntenarice-for the existing-product is only available from,one source.b, Attach justification letter from'the manufacturer or oilainat6r of the product or service,
5. Will this purchase limit the ability-of other vendors to compete-on,future purchaseefOr supplies,
upgrades, or replacements? -If go, how? Yes,Thermo Pisher.16 the sQIe sourqe.16r 015M
components.
6, Will this purchase obligatq the City' to future :purchases, fot example, maintenance or
llcen.se(s)?If so,what future,purchases will.be required? Yes,service-agreements must be
purchased through Thermo Fisher as they ar6fthe only authdrizod manufadturer.
7. What Will happen If the City does not pqrphase the requested product(s) or service(s)from.
this vendor?
The maintenance and re pplr,roqqired will be Incomplete. The parts that'are'utilized
will not be a vendor certified [OEM]components,software updates required for the
instrument will not be available duo to proprietorship hold by Thermb Fisher.
Additional Comments: History will reflect that a Service Agreement has been
purchased from this vendor-for the last 5+years.
Purchasing Division Comments:
Thermo Fisher Scientific is the sole sotirce equipment manufacturer and service provider for all
Thermo Fisher Scientific spectrometers,parts,training,technical support,field service sup
port,
gindsoftware.Thermo Electron North America LJLC is a 12art of Thermo Fisher Scienthc.
Buyer/8enI6rBuy4§r/$upervIsor, fffAe A_ QM4 Date. _JytMnhrer;z-6,;Z0.14
Approval:
PURCHASING DIVISION:
Sole Source Procurement approved: Yes No
Signature of. Purchagipg Division Manager:
Printed:Name:-
Date:
Solo
F4$0-3.oo Rov,1=0 14
EXHIBIT G
Thermo Fisher
SCI ENT IFIC
THORMO ELECTRON NORTH AMORIGA LLC_
GENERAL.INFORMATION
In response to'your request The lnformattorl and compliance-certification,Thermo Fluter Scientific
wholly owned subsidiary;Thermo.Electron North America LLC,is providing you with the following
Information and certification.
Legal En(tty Namg-(issue gill PO's to): Thermo Electrori North America-LLC
PO Addresses: 1400 Norihpolnt,Pkwy Suite 10 6225 Verona Road
West Paim Beach,FL 33407 Madison,WI 53711
Phone: (800),532-4752
i Fax,.. (877)467-6945
Remit.to Address: PO 8o)(74271.5
Atlanta,GA 30374-27.75
.Federal ID: 43.4992201 DUNS Number: 138388090
IL Dept of.Human.Rights#; .12217$-00 expirds 1010972020
Number of.Employees; Approximately 600
Date Incorporated: 2002
Parent Company: Thermo FisherScientific Inc
FEIN 04-2208186
Corporate Office Address:
81 Wyman Street
Waltham,MA.02461
i Type of Business: Commercial sales and service,organization for Thermo Fisher Sclentfib,
which designs,manufactures,markets and services instrumentation for a
broad.ronga of analytical,chemical and electronic engineering problem
solying-appllcatfons.iri science.and InOgatry underthe.Thetmo.Sclentlfic&
Unity Lab Setyicos brand names.
Quality Standards: Our quality practices are based upon ISO-9001 standards.
Cerllflcate ayailable upon request
Officers—Thormo.Flshef$cientIf jc:
President&:CEO: Marc Casper
Sr.VP.&CFO: Peter Wilver
Tr2astirer: Kenneth I Apicerno
Assistant Yraaaurer: Maura A,$pellmpn
SR VIA&'Secretary: Seth H.'Hoogaslan
Batik Information:
Name: Bank of America
Contact/Phb'rte: Cherlolie Whitaker.@ 888-715-1.666 ext 36456
dedioetedsouththreeobenkofamerice.com
Payment by ACH domestic blily:. Payment by-wire transfer domgstla&'international
AcCpunk ntimbdf 4�4269850fi6 Acco.4nt number: 4426396065
ABA nurriWr. i i!10.9009 ABA number; 026009593
SWIFT CODE: BOFAUS3N
Please send Wire/ACH Remlttence to: USPAL.WPB-FSSCOITHEBIVIONSHER,COM
Thermo Electron North America LLC SUPPORT PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 210244221-5
West Palm Beach,FL 33407-1976 Coverage Start Date: August 16,2018
Covers a End Date: Au ust 14,2019
Quotation Expires: September 30 2018
Mr.JOHNNY SKELTON
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TX 76140
Phone: 817-392-5916
Fax:
Email: JOHNNY.SKELTON@FORTWORTHTEXAS.
Dear Mr. SKELTON,
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, this 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 gam 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,
BILL ADAMS
A P,n c,ThermdFisher
SCIENTIFIC
Page 1 of 6
Thermo Electron North America LLC SUPPORT PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number. 210244221-6
West Palm Beach, FL 33407-1976 Coverage Start Date: Au ust 16,2018
Coverage End Date: August 14,2019
Quotation Expires: September 30,2018
Mr.JOHNNY SKELTON
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH FAST LOOP 820
FORT WORTH TX 76140
Phone: 817-392-5916
Fax:
Email:
maI: JOHNNY.SKELTON@FORTWORTHTEXAS.
GOV
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
072109 Dual Pump,Capillary Isocratic DX11051027
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom IC 3,334.00 USD
072007 Detector Compartment with Dual Tem eratu DX11050662
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC 2,970.00 USD
072027 Single Pump Analytical Isocratic DX1.1102552
Coverage. UNITY ESSENTIAL SUPPORT PLAN Chrom_IC 2,644.00 USD
074922 ASAP Autosempler with Temperature Contr DX11051063
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom IC 2,464.00 USD
079913 Eluent Generator DX11050378
Coverage: IC OPTIONS 1,487.00 USD
070220 VWD Variable Wavelength Absorbance Detec DX11113996
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC 1,129.00 USD
063978 Auxiliary Pump DXZ0043964
Coverage: IC OPTIONS 641.00 USD
A Pt olThermoFisher
S C I E N T I F I C
Page 2 of 6
Thermo Electron North America LLC SUPPORT PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 210244221-5
West Palm Beach, FL 33407-1976 Coverage Start Date: August 15 2018
Coverage End Date: August 14 2019
Quotation Expires: September 30,2018
Mr.JOHNNY SKELTON
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TX 76140
Phone: 817-392-5916
Material Description Serial Number Price
068888 AS-DV Autosampler DX11114493
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom IC 1,021.00 USD
UNITY ESSENTIAL SUPPORT PLAN CHROM IC
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
Thermo Scientific supplied personal computers are covered
Factory-certified replacement parts Included
Software updates and notifications
Subscription to e-Support Online Technical Resources
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 pro ram.
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.
Replacement of Computers that required an Upgrade to new operating systems are not included In a Support Plan.
Base Coverage Exclusions:
Computers not provided and Installed with the system by Thermo Fisher. Hardware and Operating System upgrades,
replacing a HO 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
Consumable Items and parts such as bottles, calibration materials, solvents, vials, caps, septa, all Columns, data
media, ferrules, ETD filaments (excluding the one included In the PM visit), filters, frits, gases, gaskets,-injection port
liners, Integrator paper, ion exchange resin, lamps, photomultipliers, pump oil, reaction tubes, source ceramics, mobile
phases, autosampler rotor valve seal, sample ports, syringes,sample loops, DEP emitters, electron multipliers, glass jet
separators, heated capillaries,ion gauges, ion volumes.
Operator training
Sample concentrator plumbing
Work related to radioactive sources.
Components that cannot be repaired or replaced due to lack of availability from Thermo Scientific supplier
(obsolescence).
Complete system replacement is not covered under contract.
A P«rk or ShermroFishecr
Page 3 of 6
Thermo Electron North America LLC SUPPORT PLAN QUOTATION
1400 Northpolnt Pkwy Ste 50 QUOTATION Number: 21024422/-S
West Palm Beach, FL 33407-1.976 Coverage S.tart'Date: August.16 2018
Coverage End Date: August 14,2019
Quotation Expires: September 30 2018
Mr.JOHNNY SKELTON
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 820
FORT WORTH TX 76140
Phone: 817-392-5916
OPTION YEAR PRICING:
BASE YEAR 8/15/17-8/14/18=$15,480.00
OPTION YEAR 1 09/01/18-08/31/19= APPLIED
OPTIONYEAR2 09/01/19-08/31/20=116,480.00
16,480.00
OPTIONYEAR3 09/01/20-08/31/21 = 15,944.00
OPTION YEAR 4 09/01/21 -08/31/22=$16,422.00
Support Plan Sub-Total 15,480.00 USD
Support Plan Total 15,480.00 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,your 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 BILL ADAMS.
ACCEPTANCE OF SUPPORT PLAN
CITY OF FORT WORTH Thermo Electron North America,LLC
Signature Date Signature Date
Support Plan Specialist
PO Number
A Nd«Thermof fisher
5 C I F N T I F I C
Page 4 of 6
Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
Matprial cri tlon
06 078 DX7_00439Q4 I Auxiliary Oumo
r r Actual location,If difforent:
CITY OF FORT
WATER.DE B SERVICES
2600 EAST LOOP 820
FORT WORTH TXUS
.78140
Your ServIce Contact:
Material Serial no. Your Ref. esc
068888 OXIIII4493 AS-DVAjutosamplar
Our record locatlon: Actual location If dl a en: .
CITY OF FORT WORTH
WATER DEPARTMENT LASORTORY SERVICES
2600 SOUTH EAST LOOP 820
-FORT WORTH TXUS
76140
.Your ServIce Contact:
Material Serial no. Your Ref. DazerlotIon
070220 DXI 1113996 VWD V I I e e orb D
-Our record location: Actual location,If
_CIrY OF FORT WORTH
WATERDEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST 820
FORT WOBTH S
76140
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Malarial seriai no.' Your Rai D c on
072027 DX11102662 sinate Pump.Ansixticai Isocratic
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CITY OF FORT WORT
WATER DEPARTMENT B
2600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
Your Service Contact:
Material e
072007 DX110 0662 Detector compa enth Dual Tempe
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CITY OF FORT WORTH
WATER DEPARTMENT B 0 Y SERVICES
2600 SOUTH EAST LOOP 820
. 76140
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Page 6 of 6
Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach,FL 33407-1976
Material Serial no. Your Fief. Description
072ios OX11051027 Dual Pump.Ca 1 c
recordOur o Actual oc lon ifdifferent:
CITY OF FORT WORTH
WATER DEPARIMENT LABORTO.PY S RVICE
0 SQUTH EAST LOOP 820
FORTWORTHTXUS
Contact:Your ServIce
Material Serial no, Your 13ef. Descrinflon,
074922 D 1105 063AutagarnMer with Temperature C
Our record location:I - Actual location, different:
CITY OF FORT WORTH
TER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAT O
FORT WORTH TXU8
40
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SerialMaterial
D
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CITY OF FORT WORTH
DEPARTMENTWATER
2600 SOUTH EAT LOOP Q20
WORTHFORT TXU
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,
Please Indicate changes as necessary and fax to:877-867-89 8
AP„torTliermoFisher
SCIENTIFIC
Page 6 of 6
From: Murray,Matt
To: Rows,lane
Cc: Stanley,Patrlda
Subjectr RE:Thermo Electron SS Agreement
Date: Monday,September 24,2018 4:57:04 PM
Attachments: Imaae008.Dna
Imaaeffl%ona
bnaae010.ono
Imaaeott.ana
HI Jane,
This is defensible as a sole source.
Please let me know if you need anything else.
Thanks,
Matt Murray
Assistant City Attorney I
City Attorney's Office
200 Texas Street
Fort Worth,Texas 76102
817-392-8864
817-392-8359(fax)
Matthew.Mun ayafortworthtexas.goy
From:Rogers,Jane
Sent:Monday,September 24,2018 4:36 PM
To:Murray,Matt<Matthew.Murray@fortworthtexas.gov>
Cc:Stanley,Patricia<Patrlcla.Stanley@ fortworthtexas.gov>
Subject:FW:Thermo Electron SS Agreement SS18
Importance:High
Good Afternoon, Matt
I need your verification of the Sole Source document attached in order for Cynthia Garcia to sign.
She has authority to sign up to$100k. This Agreement will be up to$50k.
You can just respond to this email of your approval.