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HomeMy WebLinkAboutContract 53118-AD1 CITY SECRETARY . CONTRACT NO. ` l ADDENDUM BETWEEN THE CITY OF FORT WORTH AND LIFE TECHNOLOGIES CORPORATION This Addendum ("Addendum") is entered into by and between Life Technologies Corporation ("Vendor") and the City of Fort Worth ("City"), collectively the "parties", for a purchase of licenses. The Contract documents shall include the following: 1. The Life Technologies' Terms and Conditions of Sale (Effective Date: Upon the signing of the Agreement by an Assistant City Manager of the City of Fort Worth); 2. The Quotation; and 3. This Addendum. Notwithstanding any language to the contrary in the attached Life Technologies' Terms and Conditions of Sale and the Quotation (collectively, the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Scope of Services. Vendor hereby agrees, with good faith and due diligence, to provide the City with Gene Mapper and Data Collection Software. Specifically, Vendor will perform all duties outlined and described in the Statement Of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as the "Services."Vendor shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Vendor shall perform the Services in accordance with all applicable federal,state,and local laws,rules, and regulations. If there is any conflict between this Agreement and Exhibit A,the terms and conditions of this Agreement shall control. 2. Term. The Agreement shall become effective upon the signing of the Agreement by an Assistant City Manager of the City (the "Effective Date") and shall expire no later than one (1) years after the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Agreement may be renewed upon mutual agreement of the parties, each a "Renewal Term." City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 3. Compensation. The City shall pay Vendor an amount not to exceed fifty thousand dollars and 0/100 ($50,000.00) in accordance with the provisions of the Agreement and Exhibit "A.",Vendor shall not perform any additional services for the City not specified by the Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Vendor not specified by the Agreement un1P Addendum Page 1 of 11 the City first approves such expenses in writing. City agrees to pay all invoices of Vendor within thirty (30) days of receipt of such invoice. Vendor may charge interest on late payments not to exceed one percent(1%). 4. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach.If either party commits a material breach of the Agreement,the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall tenninate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 6. Law and Venue.The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County,Texas.To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City Addendum Page 2 of 11 objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 7. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 8. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. 9. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 10. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 11. IP Indemnification. Section 9.1 and 11.4 of Life Technologies' Terms and Conditions of Sale shall apply to IP Indemnification. 12. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 13. Confidential Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act,City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary,City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are Addendum Page 3 of 11 sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 14. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule,regulation or ordinance of City,the terms in this Addendum shall control. 15. Network Access. a. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit`B" and incorporated herein for all purposes. b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"),National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems("TLETS"),that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended,and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 16. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form(1-9). Upon request by City,Vendor shall provide City with copies of all 1-9 forms and supporting eligibility docum ntation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPO BY VENDOR, VENDOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 17. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than$100,000,this section does not apply.Vendor acknowledges that in accordance with Addendum Page 4 of 11 Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (I) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 18. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities for the purpose of such examination of any directly pertinent books, documents,papers and records and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. (signature page follows) Addendum Page 5 of 11 ACCEPTED AND AGREED: CITY: City of Fort Worth Contract Com fiance Manager: By signing I acCnowledge that I am the person responsible for the monitoring and administration of this contract. including ensuring all By: w performance and reporting requirements. Name: K vin Gy Title: Assist Manager Date: /� Z By: Name: Laah-UuW O� Approval Recommended: Title: Sr. IT Solutions Manager Approved as to Form and Legality: i By: Name: Roger Wright / Title: Interim IT Solutions Director By: Name: Jo K S r ng Attest: Title: ssistant City orney Contract Authorization: M&C: By: Name: Mary J.Kayser Title: City Secretary VENDOR: ,,�xAS Life Technologies Corporation By: v Name:Patricia A. Trigueiro Title: Contract Specialist Date: November 20,2019 OFFICIAL RECORD CITY SECRETARY FT. WORTH,7 Addendum Page 6 of 11 EXHIBIT A SCOPE OF WORK Quotation: S2343499 November 13, 2019 Exhibit A—Statement of Work Life Technologies Corporation To ensure you receive your quoted pricing.please clearly reference your 3175 Staley Road quotation number on your Purchase Order. Please issue your Grand Island,NY 14072 USA Purchase Order to Life Technologies Corporation. Fax No 1-800-331-2286 USA To Order, 1-800-955-6288 USA To place your order: Fax*877-680-2537.Attn. Instruments vvvnro thermofiSher.-on- Pricing Admin OR email to:N�Instru._rrentQrSfe�s.'a_,.Lherr isile-cgm. We now offer highly competitive financing options with low monthly payments- Please contact your local sales representative for more information on how we can meet your financing needs. Valid From 01/09/2019 FORT WORTH PO CRIME LAB Valid To 12/15/2019 3616 E LANCASTER AVE Freight Terms FOB FACTORY-FRT Ms.Cassle Johnson QUOTED FORT WORTH TX 76103 USA We are pleased to quote on your re uirement as follows. Item No SKU Description Min Qty List Price Net Price Extended Price 6 A40376 3500 DC4.0 WIN10 1 $26,000.00 S6.000.00 $6.000 00 UPGRADE 7 SV000068 PREMIUM INSTALLATION 1 $4,66000 S2,500,00 $2600.00 6 A38440 KIT,SW UPG GMID-X FULL 1 $10,000.00 58,500.00 $8,500.00 V1 6 9 A3844' KIT,SW UPG GMID-X 5 $5,000.00 S3.700.00 $18,500.00 CLIENT VI Estimated Shipping&Handling $112.00 Total $35,612.00 Pa<of Thermo Fisher Page,/2 S C I E N T I F I C g Addendum Page 7 of 11 Quotation: S2343499 November 13, 2019 fco reduce thcntrinber of pages rve-ban:-to-scatd ymiwitirevery-grnriatiotr,-wr arc takitrg adcarriagcaf the mtemetto-directyon-to Ltle Tcehnofvgtcs=fnaxaal ants aftdCnndi[ioru ' Life Technologies Initialed:_I1-10-19 1 his quotation,and Life Technologies'GH?IERAL TERMS AND CON DI'1'IONS OF SALL which are incorporated by reference into this quotation and any resulting centractl,set out the terms on wNch Lifc"Ccclmolapics is oflcnng to sell the produetts)or service(s)listed in this quotation. By issuing a purchase order or otherwise ordcrina or accepting product(s)or services.you cxpi ssly confirm that wu intend to be bound by and agree to the temis of thus quotation and Life TcOrnologics'General Terms and Conditions of Sale to the eadusiun of all other terms not expressly agreed to in writing by in nuthurimd representative of Lifc Technologies,and that the purchase and sale transaction tad%-en you and Lilr Technologies is subject to and sill be 20,erned by this quotation and Life Technoingies'General Terris and Conditions ol'sale Life l'echnalogles 1nlrialed:T 11-10-19 Iryou have any questions..please visit an websitc at+vv—fliemwfisher.coin *Notwithstanding any language to the contrary within this quotation,the attached negotiated Terms and Conditions of Sale with an effective date"Upon the Signing of the Agreement by an Assistant City Manager of the City of Fort Worth"applies to this quotation. NOTE: Customer MUST reference quotation number when Life Technologies Iniliak& 11-20-19 ordering to receive discounts, ADDITIONAL TERMS AND CONDITIONS OF QUOTATION 1. This quotation shall apply only to direct order purchases. In order to receive quoted prices.the quotation number must be referenced at time of order. Credits will not be issued for orders not referencing quotation numbers. 2. The effective dates of this quotation appear on the first page unless otherwise noted. 3. Percentage discounts in this quotation will be calculated from our current price forthe applicable product. Discounts will be calculated from single unit catalog price. We reserve the right to change our prices at any time.Any increase or decrease to the price of a product would result in a change to your discounted price. Certain discounts are based on categories of products(e.g.,"Pricing Product Line"or"PPL"discounts)that might change over time. We reserve the right to re-align products within a category or add or remove products to or from a spec cat cry at any time. Such re-alignment,addition or removal may result in a change to your discounted price for a particular product. If 4. We-mey-{errnirra{elAisgtfotatien-uporr+wiNer+nokiee: Life Technologies Initialed: 11-10-19 L 5. This quotation contains our confidential pricing information which if disclosed to third parties could cause competitive harm to us. Subject to overriding obligations to third party funding agencies or governmental entities,the customer agrees to keep all prcino information contained herein confidential. Jason Garner Sales Representative A part vf:Thermo Fisher Page 2 12 S C I E N T I IFa I C 9 Addendum Page 8 of 11 EXHIBIT B NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's network in order to provide description of services. In order to provide the necessary support, Vendor needs access to description of specific Network systems to which Vendor requires access, i.e. Internet, Intranet, email,HEAT System, etc. ("Access"). 2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing description of services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7(Electronic Communications Resource Use Policy),of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. Access is being granted for purposes of completing services for the City pursuant to the Agreement and Access shall expire at the completion of the, or upon termination of the Agreement,whichever occurs first. 4. Renewal. This Network Access Agreement shall be renewed in accordance with the Agreement if the following conditions are met: 4.1. Contracted services have not been completed; 4.2. Contracted services have not been terminated; and 4.3. Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Vendor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of Access and/or termination of this Network Access Agreement. 5. Network Restrictions. Vendor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Network Access Agreement.A breach by Vendor, its officers,agents,servants,employees or representatives,of this Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Network Access Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data,terminate the Agreement and the Network Access Agreement,and pursue any other remedies that the City may have under the Agreement or this Network Access Agreement or at Addendum Page 9 of 11 law or in equity. 5.1. Notice to Vendor Personnel — For purposes of this section, Vendor Personnel shall include all officers, agents, servants, employees, or representatives of Vendor. Vendor shall be responsible for specifically notifying all Vendor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: 5.1.1. Vendor shall be responsible for an City-owned equipment assigned to Vendor Personnel, and will immediately r�port the loss or theft of such equipment to the City; 5.1.2. Vendor, and/or Vendor Personnel, shall be prohibited from connecting personally-owned computer equipment to the City's Network; 5.1.3. Vendor Personnel shall protect City-issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network; 5.1.4. Vendor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation 137; 5.1.5. Any document created by Vendor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information; 5.1.6. Vendor Personnel shall not copy or duplicate electronic information for use on any non-City computer except as necessary to provide services pursuant to this Agreement; 5.1.7. All network activity may be monitored for any reason deemed necessary by the City; and 5.1.8. A Network user ID may be deactivated when the responsibilities of the Vendor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein,the City may terminate this Network Access Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Network Access Agreement, Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security.Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credenti is and access methods provided by the City from unauthorized disclosure and use. Vendor agre8s to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Vendor-owned equipment that contains City- provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. Addendum Page 10 of 11 ACCEPTED AND AGREED: CITY: 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 ensuring all By: / performance and reporting requirements. Name: Kevin Gunn Title: Assistant City Manager Date: Zjlei By: Name: - ,Lj� �t',�A�11 Approval Recommended: Title: Sr. IT Solutio s anager Approved as to Form and Legality: By:Name: Roge 6 ght Title: Interim IT Solutions Director By: Name: J tr ng Attest: Title: Assistant City Attorney - ' optract Authorization: B OR NA y w Name: Mary J. Kayser Title: City Secretary " VENDOR: Life Technologies Corporation By: Name: Patricia A. Trigueiro Title: Contract Specialist Date: OFF10AL KLLUk'la CITY SECRETARY FT. WORTH,TX Addendum Page 11 of 11