HomeMy WebLinkAboutContract 54216 CSC No.54216
FORT WORT It
CITY OF FORT WORTH
COOPERATIVE PURCHASE
This Cooperative Purchase ("Coop Purchase") reflects the agreement between the City of
Fort Worth, ("City"), a Texas home rule municipal corporation and Waters Technologies
Corporation, a Delaware corporation ("Vendor") to purchase a liquid chromatography mass
spectrometer and maintenance services under a cooperative agreement.
The Coop Purchase includes the following documents (collectively, Cooperative
Documents")which shall be construed in the order of precedence in which they are listed:
1. Schedule A—Fort Worth Terms and Conditions ("Fort Worth Agreement");
2. Schedule B—General Services Administration Contract GS-07F-0559X
("Cooperative Contract");
3. Schedule C—Quotation No. 22243173 ("Quote"); and
All the Schedules which are attached hereto and incorporated herein are made a part of this
Coop Purchase for all purposes. In the event of a conflict between the Fort Worth Agreement, the
Quote and/or the Cooperative Contract, then the Fort Worth Agreement shall control over both,
but only to the extent allowable under the Cooperative Contract.
The maximum amount to be paid to the Vendor for all services performed and goods
purchased hereunder shall not exceed One Hundred Eighty-One Thousand, Eight Hundred
Nineteen Dollars and 85/100 ($181,819.85).
The Coop Purchase shall become effective upon the signing of the Coop Purchase by an
Assistant City Manager of the City(the "Effective Date") and shall expire five (5) 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 Coop Purchase may be renewed for
four one-year (4) renewals at the 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.
The undersigned represents and warrants that he or she has the power and authority to
execute this Coop Purchase and the Cooperative Documents and bind the Vendor.
(signature page follows)
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Cooperative Purchase Page 1 of 25
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
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: Valerie Washington(Jul 29,2020 07:50 CDT) ensuring all performance and reporting
Name: Valerie Washington requirements.
Title: Assistant City Manager
Date: Jul 29,2020
By: ELIZABETHV Jul 9,202009:57 CDT)
Approval Recommended: Name: Elizabeth Van
Title: Forensics Supervisor, Police
K � Approved as to Form and Legality:
By:
Name: Roger Wright
Title: Interim Director, IT Solutions 4 MLO-1'4�
By:
JB Strong(Jul 14, 02013:38CDT)
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Attest: apF F0Rr �a Name: John B. Strong
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Ronald P. Gonzales da a4 oo'000. Contract Authorization:
By. Rona ld P.Gonza les(Ju 129,2020 09:04 CDT) ��n Xp4° M&C• 20-0419
Name: Mary J. Kayser Approval Date: 6/16/2020
Title: City Secretary 1295 certificate: 2020-595146
VENDOR:
Waters Technologies Corporation
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By: Timothy D'Souza(Jul 1,2020 21:35 EDT)
Name: Timothy D'Souza
Title: VP, Americas Field Operations
Date: Jul 1,2020
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Cooperative Purchase Page 2 of 25
FORT WORTH,
1. Termination.
1.1. Convenience.Either the City or Vendor may terminate this Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
1.2. Breach. If either party commits a material breach of this 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)business 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 this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
1.3. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder,the City will notify Vendor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
1.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason, Vendor shall provide the City with copies of
all completed or partially completed documents prepared under this Agreement. In the event
Vendor has received access to City information or data as a requirement to perform services
hereunder, Vendor shall return all City provided data to the City in a machine readable format or
other format deemed acceptable to the City.
2. Disclosure of Conflicts and Confidential Information.
2.1. Disclosure of Conflicts.Vendor hereby warrants to the City that Vendor has made
full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to the City in writing.
2.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of
services under this Agreement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate
written agreement with respect thereto. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City Information") as
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confidential and shall not disclose any such information to a third party without the prior written
approval of the City.
2.3. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
2.4. Unauthorized Access.Vendor shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access,modify, delete or otherwise corrupt City
Information in any way.Vendor shall notify the City immediately if the security or integrity of any
City information has been compromised or is believed to have been compromised,in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
3. Right to Audit.
3.1. Vendor agrees that the City shall,until the expiration of three(3)years after final
payment under this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the Vendor involving transactions
relating to this Agreement. Vendor agrees that the City shall have access during normal working
hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space
in order to conduct audits in compliance with the provisions of this section no more than once per
twelve month period. The City shall give Vendor not less than 10 days written notice of any
intended audits. The City agrees to sign a mutually acceptable non-disclosure agreement prior to
the commencement of any such audit.
3.2. Vendor further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall,until expiration of three(3)
years after final payment of the subcontract,have access to and the right to examine at reasonable
times any directly pertinent books,documents,papers and records of such subcontractor involving
transactions related to the subcontract, and further that City shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this paragraph.City shall give
subcontractor not less than 10 days written notice of any intended audits.
4. Independent Contractor. It is expressly understood and agreed that Vendor shall operate
as an independent contractor as to all rights and privileges granted herein, and not as agent,representative
or employee of the City.Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
the City,its officers,agents,servants and employees,and Vendor,its officers,agents,employees,servants,
contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that the City shall in
no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
Cooperative Purchase Page 4 of 25
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers,agents, servants, employees or subcontractors.
5. LIABILITY AND INDEMNIFICATION.
5.1. LIABILITY — PER APPLICABLE LAW, VENDOR 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, TO THE EXTENT CAUSED BY THE GROSS
NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
5.2. INDEMNIFICATION — PER APPLICABLE LAW, VENDOR HEREBY
COVENANTS AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND THE
CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND
AGAINST ANY AND ALL THIRD PARTY CLAIMS OR LAWSUITS OF ANY KIND OR
CHARACTER, FOR EITHER PROPERTY DAMAGE OR LOSS 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
GROSS NEGLIGENT ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS, SERVANTS OR EMPLOYEES.
5.3. INTELLECTUAL PROPERTY INFRINGEMENT.
5.3.1. The Vendor 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 8C
each individually referred to as a "Deliverable" and collectively as the
"Deliverables,") do not infringe upon or violate any patent, copyrights,trademarks,
service marks,trade secrets, or any intellectual property rights or other third party
proprietary rights,in the performance of services under this Agreement.
5.3.2. Per applicable law,Vendor 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
Deliverable(s)hereunder.
5.3.3. Vendor 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 Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section 8,
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Vendor 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 Vendor in doing so. In the event City, for whatever
reason,assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under this Agreement, the
City shall have the sole right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise any such
claim; however,Vendor shall fully participate and cooperate with the City in defense
of such claim or action. City agrees to give Vendor timely written notice of any such
claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing,the City's assumption of payment of costs or expenses
shall not eliminate Vendor'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, Vendor 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 Vendor,
terminate this Agreement, and refund all amounts paid to Vendor by the City,
subsequent to which termination City may seek any and all remedies available to City
under law.
5.3.4. The foregoing provisions of this 5.3 notwithstanding,Vendor shall not
have any liability to City under this Section 5.3 to the extent that any third party
infringement claim is based upon: (i) City's use of the product in combination with
equipment or software not supplied hereunder where the alleged infringement would
not exist but for such combination; or(ii)Vendor's compliance with designs,plans or
specifications provided by City; (iii) City's use of the product and/or service in an
application or environment for which it was not designed or not contemplated in its
product literature;(iv)City's use of other than a current non-infringing release of the
product and/or service provided to City by Vendor; (v) unauthorized modifications
of the product and/or service by anyone other than Vendor.
6. Assignment and Subcontracting.
6.1. Vendor shall not assign or subcontract any of its duties,obligations or rights under
this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written agreement with the City and the Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement.The Vendor and assignee shall be jointly liable for all obligations under this Agreement
prior to the assignment. If the City grants consent to a subcontract,the subcontractor shall execute
a written agreement with the Vendor referencing this Agreement under which the subcontractor
shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such
duties and obligations may apply.The Vendor shall provide the City with a fully executed copy of
any such subcontract.
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6.2. MBE Goal—Intentionally Omitted
7. Insurance.
7.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
7.1.1. Commercial General Liability:
7.1.1.1. Combined limit of not less than $1,000,000 per occurrence;
$2,000,000 aggregate.
7.1.1.2. Defense costs shall be outside the limits of liability.
7.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non-owned, or hired vehicles, with a
combined limit of not less than$1,000,000 per occurrence.
7.1.3. Professional Liability(Errors & Omissions) in the amount of$1,000,000
per claim and$1,000,000 aggregate limit.
7.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
7.1.5. Technology Liability(Errors&Omissions)
7.1.5.1. Combined limit of not less than $2,000,000 per occurrence;
$4million aggregate or
7.1.5.1.1. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. . . Coverage shall be
claims-made, with a retroactive or prior acts date that is on or before the
effective date of this Agreement. Coverage shall be maintained for the
duration of the contractual agreement and for two (2) years following
completion of services provided. An annual certificate of insurance, or a
full copy of the policy if requested, shall be submitted to the City to
evidence coverage; and
7.1.5.1.2. Any other insurance as reasonably requested by
City.
7.2. General Insurance Requirements:
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7.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
7.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of the City of Fort Worth.
7.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten(10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
7.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII in the
current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
7.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
7.2.6. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
8. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees to comply with
all applicable federal, state and local laws,ordinances,rules and regulations. If the City notifies Vendor of
any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and
correct the violation.
9. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance
of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged
violation of this non-discrimination covenant by Vendor, its personal representatives, assigns,
subcontractors or successors in interest,Vendor agrees to assume such liability and to indemnify and defend
the City and hold the City harmless from such claim.
10. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3)received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
TO THE CITY: TO VENDOR:
City of Fort Worth Waters Technologies Corporation
Attn: Assistant City Manager Attn: Authorized Signatory
200 Texas Street 34 Maple St
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Fort Worth TX 76102 Milford,MA 01757
Facsimile: (817)392-xxxx Email: Americas_Contracts@ Waters.com
With Copy to the City Attorney
at same address
11. Solicitation of Employees. Neither the City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer. This
provision shall not apply to an employee who responds to a general solicitation or advertisement of
employment by either party.
12. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
13. No Waiver. The failure of the City or Vendor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the
City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
14. Governing Law and Venue. This Agreement shall be construed in accordance with the
laws of the State of Texas.If any action,whether real or asserted,at law or in equity,is brought on the basis
of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the
United States District Court for the Northern District of Texas,Fort Worth Division.
15. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
16. Force Majeure. The City and Vendor shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control (force
majeure),including,but not limited to,compliance with any government law,ordinance or regulation,acts
of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority,transportation problems and/or any other similar causes.
17. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
18. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
19. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
20. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
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documents incorporated herein by reference, contains the entire understanding and agreement between the
City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
21. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute
one and the same instrument. An executed Agreement, modification, amendment, or separate signature
page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and
reflects the signing of the document by any party.Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
22. Warranty of Services. Vendor warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty(30) days from the date that the services are completed. In such event, at Vendor's
option,Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or(b) refund the fees paid by the City to Vendor for the nonconforming
services.
23. Network Access.
23.1. 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
a mutually agreed upon Network Access Agreement.
23.2. 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")of 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 this
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.
24. 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(I-9). Upon request by City,Vendor shall provide City with copies of all I-9
forms and supporting eligibility documentation 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
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
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Agreement for violations of this provision by Vendor.
25. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2,if
either City or Vendor 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 commence the resolution process and make a good faith effort,either through email,mail,phone
conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter
in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter
to non-binding mediation in Tarrant County,Texas,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.The mediator shall be agreed to by the parties.Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. 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. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process,the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
26. 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 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. (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
27. Reporting Requirements.
27.1. For purposes of this section,the words below shall have the following meaning:
27.1.1. Child shall mean a person under the age of 18 years of age.
27.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
27.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output,processing,storage,or communication facilities that are connected or related to the
device.
27.1.4. Computer technician means an individual who,in the course and scope of
Cooperative Purchase Page 11 of 25
employment or business, installs,repairs, or otherwise services a computer for a fee. This
shall include installation of software,hardware, and maintenance services.
27.2. Reporting Requirement. If Vendor meets the definition of Computer Technician
as defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography,Vendor shall immediately report the discovery
of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the
National Center for Missing and Exploited Children.The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known, and as permitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
28. Survival of Provisions. The parties' duties and obligations pursuant to sections related to
Duties and Obligations,Disclosure of Conflicts and Confidential Information,Right to Audit,and Liability
and Indemnification shall survive termination of this Agreement.
Cooperative Purchase Page 12 of 25
Schedule B
Cooperative Contract
General Services Administration
Contract no. GS-07F-0559X
®ebbrBry GSA F.
Contractor Information
Contract#: GS-07F-0559X Socio-Economic
Contractor: WATERS TECHNOLOGIES CORPORATION EPLS
Address: 34 MAPLE ST comet.w��t of co.,m�e:
MILFORD,MA 0 17 5 7-3 604 Kyle R Flnegan
Phone: 5084823699 Phone:317-ew-3233
E-mail: americae_co t CtsQ—ters.com E-Mail:kyle.finegan�gsa,gov
Web Addre— http://www.Waters.com
EI1N S: 107186004 Contract Clauses/Exceptions:
Yew[he spedfl¢lor thk mnNad
HAICS: 234516
Contract mp Co d T&Gs
Sv�rce THe Number IPrimlist Conhact End Ua[e
66 5tlENTIFlC EQmPMENT AN�5ERNCES GS-0]F0559X 0 May 31,2624
Cooperative Purchase Page 13 of 25
Schedule C
Quotation No. 22243173
Cooperative Purchase Page 14 of 25
Waters
THE SCIENCE OF WHAT'S POSSIBLE:'
Ms. Elizabeth Van
City of Fort Worth Police Dept
Dept. Forensic
3616 E Lancaster Ave
Fort Worth,TX,76103-2506
us
Telephone 817 392 4507
Email elizabeth.van@fortworthgov.org
Sales Proposal
Please reference this Quotation when Purchase Order is issued
Quotation No: 22321525 - Expiration Date: 06/26/2020
Dear Ms. Elizabeth Van,
Thank you for your interest in Waters! Please find the enclosed Sales Quotation for the products
you inquired about. We look forward to working with you and your team for all of your
laboratory needs.
To place an order for products and services on this quotation, you may send your hard copy
purchase order via email to waters—quotes@waters.com
You may also contact Waters Sales Support to place your order via telephone at 800-252-4752
Ext.8023, fax your purchase order to 508-482-8532 or 508-482-8834.
If you have any questions regarding this quotation, please contact your local Account
Representative: Jim Hancock. Jim may be reached by telephone at 800-252-4752 , or via Email
at James_Hancock@Waters.com, or visit us online at www.waters.com.
Waters Sales Support
Tel: 800-252-4752 Ext.8023
Email: waters—quotes@waters.com
FOR
Waters Technologies Corporation dba Waters Corporation,34 Maple St, Milford MA 01757 800 252 4752
This quotation is expressly conditioned upon,and subject to all terms and conditions set forth within
Page: 1 /11
Waters Account : City of Fort Worth Police Dept
Quotation number : 22321525
THE SCIENCE OF WHAT'S POSSIBLE:' Creation date : 06/05/2020
Expiration date : 06/26/2020
Sales Proposal
Please reference this Quotation when Purchase Order is issued
Waters Technologies Corporation participates in the General Services Administration (GSA) Federal Supply
Schedule pursuant to its Contract GS-07F-0559X.
Item Product# Qty Description Unit Price Discount Net Price
1 176810011 1 ACQUITY UPLC H-Class PLUS 193,835.00 - 75,230.00 118,605.00
w/QDa System
With the following configuration:
176015101 1 ACQUITY H-Class PLUS (CH-A) Core
System
176015030 1 ACQUITY UPLC PDA eLambda Detector
176003207 1 ACQUITY QDa Detector(Standard)
176003368 1 ACQUITY H-Class with QDa, Kit #2
700009641 1 ESI PROBE ASSEMBLY 250mm
725000561 1 ETHERNET SWITCH, 10/100/1000B-T 8
PORT
Empower Software and Options
176002203 1 Empower 3 Per Single System SW 5
Users
667003974 1 Empower 3 Personal System Suitability
176004026 1 CDS Workstation P Series
668000273 1 MONITOR, Lenovo ThinkVision Flat Panel
ASR Options
186007088 1 Certified Container Kit
Installation,Training and Plans
741000472 1 QDa SYSTEM INSTALLATION CERT
176003950 1 Analytical LC-MS Solvent Install Kit
2 186009196 1 Solaris XE Nitrogen Generator 13,700.00 13,700.00
3 720002242EN 1 Implementation Kit 1.00 - 1.00 0.00
Net Total 132,305.00
Estimated Freight 4,079.85
Total Quotation in USD 136,384.85
Waters Technologies Corporation dba Waters Corporation,34 Maple St, Milford MA 01757 800 252 4752
This quotation is expressly conditioned upon,and subject to all terms and conditions set forth within
Page: 2/11
Waters Account : City of Fort Worth Police Dept
Quotation number : 22321525
THE SCIENCE OF WHAT'S POSSIBLE:' Creation date : 06/05/2020
Expiration date : 06/26/2020
Sales Proposal
Please reference this Quotation when Purchase Order is issued
Waters Standard Terms and Conditions
Delivery: 30 DAYS
Freight Terms: FOB Shipping Point
Prepaid &Added
Payment Terms: NET 30 DAYS
Payment Terms Subject to Credit Review
Additional notes:
With the receipt of a confirmed purchase order Waters will provided 5 Days of Technical Consulting Service.
Consisting of Field Application and method development.
A training certificate will be shipped and invoiced at the same time your instrument ships.
The certificate will be valid for one year.
For Finance and Leasing Options - Contact Director of Instrument Leasing, Alex,Johnson at 1-800-252-4752 Ext.
2307.
Waters Technologies Corporation dba Waters Corporation,34 Maple St, Milford MA 01757 800 252 4752
This quotation is expressly conditioned upon,and subject to all terms and conditions set forth within
Page: 3/11
Waters Account : City of Fort Worth Police Dept
Quotation number : 22321525
THE SCIENCE OF WHAT'S POSSIBLE:' Creation date : 06/05/2020
Expiration date : 06/26/2020
Sales Proposal
Please reference this Quotation when Purchase Order is issued
EXTEND YOUR COVERAGE, REDUCE OVERALL COST OF OWNERSHIP
The Total Assurance Warranty (TAW) is available only during the first 90 days of system/software
ownership and provides full support coverage for two years at significant savings.
With a TAW, you save money when compared to an annual service agreement, or per-incident
services. Purchasing a TAW with a system offers benefits including system discounts, secure priority
support for two years, unlimited repair visits, and replacement parts as needed. The TAW also
guarantees a scheduled Performance Maintenance visit (PM) in year two.
Waters maintenance contracts for Empower and MassLynx Software supports your business through
continuous product improvement including; all patches, enhancements, upgrades to the newest product
version, priority telephone support, exclusive access to the Informatics community for peer/Waters
experts discussions, and web based support including downloads and technical notes.
Take advantage of this offer - Protect your investment with a service plan now.
o Ensure reliable operation and minimize unscheduled downtime
o Guarantee a seamless continuation of full support after your limited warranty expires
o Fix the cost of ownership for your mission critical instruments
o Eliminate administrative costs of processing future multiple purchase orders
Waters Technologies Corporation dba Waters Corporation,34 Maple St, Milford MA 01757 800 252 4752
This quotation is expressly conditioned upon,and subject to all terms and conditions set forth within
Page: 4/11
Waters Account : City of Fort Worth Police Dept
Quotation number : 22321525
THE SCIENCE OF WHAT'S POSSIBLE:' Creation date : 06/05/2020
Expiration date : 06/26/2020
Sales Proposal
Please reference this Quotation when Purchase Order is issued
Optional Items
Product# Qty Description Unit Price Discount Net Price
740005810 1 TAW ACQUITY H-Class PLUS QSM (1PM) 2,845.00 - 995.75 1,849.25
740005825 1 TAW ACQUITY H-Class PLUS SM-FTN 3,800.00 - 1,330.00 2,470.00
(1PM)
740000827 1 Maint: Empower Personal Basic 2nd Yr 2,040.00 - 714.00 1,326.00
740003068 1 TAW ACQUITY eLambda DETECTOR(1PM) 2,455.00 - 859.25 1,595.75
740005034 1 TAW ACQUITY QDa Detector(1PM) 6,875.00 - 2,406.25 4,468.75
Waters is offering the following multi-year service plan contract at 40%
off of list price. The 40% new multi-year service plan incentive is
only available if the plan(s)is purchased with the instrument. The
multi-year service plan invoice will be issued upon delivery of the
instrumentation.
*** Total Assurance Plan - 3rd Year Coverage ***
740005806 1 TAP ACQUITY H-Class PLUS QSM (1PM) 2,715.00 - 950.25 1,764.75
740005821 1 TAP ACQUITY H-Class PLUS SM-FTN 3,630.00 - 1,270.50 2,359.50
(1PM)
740000809 1 WATERS SOFTWARE BASIC PLAN 2,040.00 - 714.00 1,326.00
PERSONAL
740003065 1 TAP ACQUITY eLambda DETECTOR(1PM) 2,345.00 - 820.75 1,524.25
740005032 1 TAP ACQUITY QDa Detector(1PM) 6,565.00 - 2,297.75 4,267.25
*** Total Assurance Plan - 4th Year Coverage ***
740005806 1 TAP ACQUITY H-Class PLUS QSM (1PM) 2,715.00 - 950.25 1,764.75
740005821 1 TAP ACQUITY H-Class PLUS SM-FTN 3,630.00 - 1,270.50 2,359.50
(1PM)
740000809 1 WATERS SOFTWARE BASIC PLAN 2,040.00 - 714.00 1,326.00
PERSONAL
740003065 1 TAP ACQUITY eLambda DETECTOR(1PM) 2,345.00 - 820.75 1,524.25
740005032 1 TAP ACQUITY QDa Detector(1PM) 6,565.00 - 2,297.75 4,267.25
*** Total Assurance Plan - 5th Year Coverage ***
Waters Technologies Corporation dba Waters Corporation,34 Maple St, Milford MA 01757 800 252 4752
This quotation is expressly conditioned upon,and subject to all terms and conditions set forth within
Page: 5/11
Waters Account : City of Fort Worth Police Dept
Quotation number : 22321525
THE SCIENCE OF WHAT'S POSSIBLE:' Creation date : 06/05/2020
Expiration date : 06/26/2020
Sales Proposal
Please reference this Quotation when Purchase Order is issued
Optional Items
Product# Qty Description Unit Price Discount Net Price
740005806 1 TAP ACQUITY H-Class PLUS QSM (1PM) 2,715.00 - 950.25 1,764.75
740005821 1 TAP ACQUITY H-Class PLUS SM-FTN 3,630.00 - 1,270.50 2,359.50
(1PM)
740000809 1 WATERS SOFTWARE BASIC PLAN 2,040.00 - 714.00 1,326.00
PERSONAL
740003065 1 TAP ACQUITY eLambda DETECTOR(1PM) 2,345.00 - 820.75 1,524.25
740005032 1 TAP ACQUITY QDa Detector(1PM) 6,565.00 - 2,297.75 4,267.25
SUBTOTAL USD 45,435.00
Waters Technologies Corporation dba Waters Corporation,34 Maple St, Milford MA 01757 800 252 4752
This quotation is expressly conditioned upon,and subject to all terms and conditions set forth within
Page: 6/11
Waters Account : City of Fort Worth Police Dept
Quotation number : 22321525
THE SCIENCE OF WHAT'S POSSIBLE:' Creation date : 06/05/2020
Expiration date : 06/26/2020
Sales Proposal
Please reference this Quotation when Purchase Order is issued
Detail Product Description(s)
Product# Description
176015101 ACQUITY H-Class PLUS (CH-A) Core System
The ACQUITY UPLC H-Class PLUS Core System includes integrated solvent, sample and single column heater(CH-A)
configured for quaternary solvent delivery(QSM) and sample introduction via a direct inject sample manager(SM-FTN-H).
The system#s Active Pre-Heater APH) features a new 2-piece, captive ferrule design. The system may be configured for a
broad range of applications supported by UPLC optical detectors, mass spectrometers and mass detectors, with a choice of
instrument control and data management software.
The following items are included as part of the ACQUITY UPLC H-Class PLUS Core System:
#ACQUITY UPLC H-Class Quaternary Solvent Manager(QSM) PLUS
#ACQUITY UPLC H-Class Sample Manager # Flow-Through-Needle-H(SM-FTN-H) PLUS
# Column Heater with Active Pre-Heating (CH-A)
#ACQUITY UPLC Solvent Tray Module
#ACQUITY UPLC H-Class System Start Up Kit
# Leak Sensors
#ACQUITY UPLC BEH C18 Column, 2.1 x 50 mm, 1.7 1/4m
#ACQUITY UPLC Start-up Solution
# Information Set
#Vials
#ACQUITY UPLC Systems Driver Pack DP2018R1
176015030 ACQUITY UPLC PDA eLambda Detector
ACQUITY UPLC e»PDA Detector
The ACQUITY UPLC Extended Wavelength Photodiode Array (PDAe») Detector is specifically designed to compliment the
ACQUITY UPLC H-Class System. With noise specifications as low as 15 '/4AU, the ACQUITY UPLCPDA offers sensitivity across
the full UV/Vis absorbance range, that is unmatched by any photodiode array detector on the market. Further, enhanced
software control provides flexibility for simultaneous 2D and 3D operation in either Empower or MassLynx software.
Detector wavelength range is 190-800 nm, with 1.2 nm spectral resolution. Detector response is linear with 5% ddeviation at
2.0 AU, Propylparaben at 257nm. Detector supports full three-dimensional spectral analysis or multi-wavelength operation
(up to eight(8) wavelengths) under Empower Software control.
Lamp optimization software guarantees low noise performance in the visible wavelength range and compensates for lamp
degradation over time to ensure consistent response. The combination of lamp optimization software and an automatic
second order filter enables operation in the linear wavelength range without requiring a lamp change. The lamp is warranted
for 2000 hours.
Results management features supported in Empower software include Spectrum Index Review, Spectral Contrast Peak Purity,
Multi-Component Peak Purity, and Spectral Library Matching.
Ideally suited for applications that monitor low UV and Visible wavelengths
The 10mm analytical light-guided flow cell delivers sensitivity and resolution to ACQUITY UPLC applications. Low dispersion
performance is achieved with a 500 nL internal volume and 62.51/4m PEEK interconnectinlet/outlet tubing.
176003207 ACQUITY QDa Detector (Standard)
The ACQUITY QDa Detector is a mass detector designed as a synergistic element of a chromatographic separations system.
Confirm compound identity with qualitative mass spectral data, complementing quantitative optical data. Quantify compounds
with no UV response or at levels not accessible by optical detection.
Waters Technologies Corporation dba Waters Corporation,34 Maple St, Milford MA 01757 800 252 4752
This quotation is expressly conditioned upon,and subject to all terms and conditions set forth within
Page: 7/11
Waters Account : City of Fort Worth Police Dept
Quotation number : 22321525
THE SCIENCE OF WHAT'S POSSIBLE:' Creation date : 06/05/2020
Expiration date : 06/26/2020
Sales Proposal
Please reference this Quotation when Purchase Order is issued
Detail Product Description(s)
Product# Description
176003207 ACQUITY QDa Detector (Standard) - Continued
Compact for minimized lab space requirements. Integrated flow path for reduced dispersion. Adjustment-free atmospheric
pressure ionisation (API) electrospray (ES) interface for reliability. Compatible with HPLC, UPLC, SFC and UPC2 flow rates of
50 ul/min # 2 ml/min.Disposable sample orifice for minimized maintenance and maximized repeatability. Positive and
negative ion switching capability for enhanced compound coverage. Tool-free maintenance.
Dual off-axis ion guides for elimination of neutral noise with increased sensitivity and robustness. Automated mass calibration
and resolution verification for consistent data quality. Automatically-optimized single ion recording (SIR) and full scan (FS)
analysis in m/z range 30-1250 for enhanced data acquisition. Orthogonal, in-vacuum Dynolite photomultiplier detector for
stability, elimination of neutral noise and longevity.
Clean, differentially pumped, automated vacuum system comprising air-cooled split flow turbomolecular drag pump (TMP)
and integrated &quiet dry (oil-free) exhaust-free vacuum backing pump. Fail-safe operation for unattended analysis.
Autosensing 100-240 V ac ((50/60 Hz).
Standard option features integrated vacuum backing pump for enhanced compactness and reduced noise&maintenance.
Integrated control &data processing with Empower 3, Empower 2&MassLynx 4.1.
176003368 ACQUITY H-Class with QDa, Kit #2
This system specific kit contains the start-up kit and probes needed to start-up ACQUITY UPLC H-Class System Configuration
#2 in a single stack(see the ACQUITY QDa Detector with H-Class System Configuration Guide atthe end of this document).
The kit contains the following components:
205001272 Kit, H-Class # QDa System Accessories, Qty 1
205001200 Kit, Bottle Tray, Side Mount, Upper, Qty 1
205001201 Kit, Bottle Tray, Side Mount, Lower, Qty 1
700005169 Skin, Right Side, Slotted QSM Chassis, Qty 1
410004907 Probe, 500mm x 100'/4m,Qty 2
700009641 ESI PROBE ASSEMBLY 250mm
ESI Probe Assembly, 250 mm x 100 pm
176002203 Empower 3 Per Single System SW 5 Users
Empower 3 Personal Single System Software
Includes Empower 3 Base Software DVD, Empower 3 Bookshelf CD, Empower 3 Instrument Driver(ICS) Pack, Empower 3
Default Project CD, Personal Single System Base License (enables the base software, 5 users and 1 system license),
Empower 3 License Management Read Me document, Empower 3 Release Notes, (Qty 1) 2 Port Instrument Control Card
(NIC), (Qty 1) 8-Port Ethernet Network Switch, (Qty 4) Ethernet cables, 1-Year Personal Software Support Plan
667003974 Empower 3 Personal System Suitability
Empower 3 Personal System Suitability
Include license certificate containing serial number for use with web-
based license activation
176004026 CDs Workstation P Series
Waters Technologies Corporation dba Waters Corporation,34 Maple St, Milford MA 01757 800 252 4752
This quotation is expressly conditioned upon,and subject to all terms and conditions set forth within
Page: 8/11
Waters Account : City of Fort Worth Police Dept
Quotation number : 22321525
THE SCIENCE OF WHAT'S POSSIBLE:' Creation date : 06/05/2020
Expiration date : 06/26/2020
Sales Proposal
Please reference this Quotation when Purchase Order is issued
Detail Product Description(s)
Product# Description
176004026 CDs Workstation P Series - Continued
Lenovo ThinkStation P-Series with Windows 10 Professional 64
668000273 MONITOR, Lenovo ThinkVision Flat Panel
22" Flat Panel Monitor
Lenovo ThinkVision L2250p - LCD display -TFT- 22" - Widescreen - 1680 x 1050/ 75 Hz - 250 cd/m2 - 1000:1 - 5 ms
-0.282 mm DVI-D,VGA- business black
176003950 Analytical LC-MS Solvent Install Kit
Analytical LC-MS Solvent Install Kit
The Analytical LC-MS Solvent Install Kit is intended to assist in effectively installing new LC-MS systems by minimizing
sources of possible contamination. This kit includes the LC-MS Grade Solvent Kit(186008715) as well as the Waters Certified
Container Kit (186007088). Additional kit components also include a formic acid additive, aqueous ammonia additive and
nitrile gloves.
Note: Because this is a hazardous material and GHS requirements vary from country to country, Waters Corporation is only
able to ship this item to specific countries worldwide. If the destination for this order(i.e. the ship to country) is changed to a
non-permitted country at any point after this quote was generated, this item will be excluded from the final order.
Optional Items
740000827 Maint: Empower Personal Basic 2nd Yr
Waters Software Basic 2 Year Plan Personal
740003068 TAW ACQUITY eLambda DETECTOR (IPM)
Total Assurance Warranty ACQUITY Elambda Detector 1 Performance Maintenance Visit.
Provides two years of full coverage
Waters Technologies Corporation dba Waters Corporation,34 Maple St, Milford MA 01757 800 252 4752
This quotation is expressly conditioned upon,and subject to all terms and conditions set forth within
Page: 9/11
Waters Account : City of Fort Worth Police Dept
Quotation number : 22321525
THE SCIENCE OF WHAT'S POSSIBLE:' Creation date : 06/05/2020
Expiration date : 06/26/2020
Sales Proposal
Please reference this Quotation when Purchase Order is issued
Waters General Sales Terms and Conditions
THIS TRANSACTION IS EXPRESSLY CONDITIONED UPON AND SUBJECT TO ALL OF THE FOLLOWING TERMS AND CONDITIONS:
1. Acceptance - Buyer's acceptance of the offer to purchase the products and/or services set forth on the front page made by Waters Technologies
Corporation d/b/a Waters Corporation (Waters) of this quotation shall create a contract subject to and expressly limited by the terms and conditions
contained on this form. Acceptance of this quotation may only be made on the exact terms and conditions set forth on this quotation; if additional or
different terms are proposed by Buyer, such additional or different terms shall not become a part of the contract formed by Buyer's acceptance of the
quotation. Receipt of the products sold hereunder or commencement of the services provided hereunder shall be deemed acceptance of the terms and
conditions of this quotation.
2. Taxes and Payment - Any tax, duty, custom or other fee of any nature imposed upon this transaction by any federal, state or local governmental
authority shall be paid by Buyer in addition to the price quoted. In the event Waters is required to prepay any such tax or fee, Buyer will reimburse
Waters. Payment terms shall be net thirty(30)days after shipment and are subject to credit approval. An interest charge equal to 1 1/2%per month
(18% per year)will be added to quotations outstanding beyond 30 days after shipment. In addition,Waters reserves the right, in its sole discretion,to
require C.O.D. payment terms from any Buyer. Waters may also refuse to sell to any person until all prior overdue accounts are paid in full.
3. Delivery and Shipment - Delivery terms shall be F.O.B. Waters shipping point; identification of the products shall occur when they leave Waters
shipping point at which time title and risk of loss shall pass to Buyer. All shipment costs shall be paid by Buyer and if prepaid by Waters the amount
thereof shall be reimbursed to Waters. Waters will make reasonable commercial efforts to ship the products or provide the services hereunder in
accordance with the delivery date set forth on the reverse side hereof provided, that Waters accepts no liability for any losses or for general, indirect
special or consequential damages arising out of delays in delivery.
4. Warranty-The products and/or services shall be covered by the applicable Waters standard warranty,a copy of which is supplied with the products
and/or services or upon request. NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE PRODUCTS AND/OR
SERVICES. WATERS EXPRESSLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Any
model or sample furnished to the Buyer is merely illustrative of the general types and quality of goods and does not represent that the products will
conform to the model or sample. Buyer's remedies under Waters warranty shall be limited to repair or replacement of the product or component which
failed to conform to Waters applicable standard warranty.WATERS SHALL NOT BE LIABLE FOR CONSEQUENTIAL,INCIDENTAL,SPECIAL OR ANY OTHER
INDIRECT DAMAGES RESULTING FROM ECONOMIC LOSS OR PROPERTY DAMAGE SUSTAINED BY BUYER FROM THE USE OF ITS PRODUCTS OR
SERVICES.
5. Returned Goods - Waters may, in its sole discretion, authorizeproduct returns in appropriate circumstances, subject to such conditions as Waters
may specify. Any such return shall be subject to the express prior authorization of Waters and payment by Buyer of a restocking charge. No returns
will be authorized after one hundred twenty(120)days following shipment to Buyer.
6. Technical Advice - Waters may, at Buyer's request furnish technical assistance, advice and information with respect to the products if and to the
extent that such advice, assistance and information is conveniently available. It is expressly agreed that there is no obligation to provide such
information,which is provided without charge at the Buyer's risk,and which is PROVIDED WITHOUT WARRANTY OF ANY KIND AND IS SUBJECT TO THE
WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY SET FORTH IN PARAGRAPH 4.
7. Waters Right of Possession, etc. - Buyer hereby grants Waters a purchase money security interest in the goods offered by this quotation to secure
the due and punctual payment of the purchase price specified in this quotation. In the event of default by Buyer in any payment due Waters, Waters
shall have the right, in addition to any other remedies it may have at law or in equity, to withhold shipment,to recall goods in transit and retake the
same, to repossess any goods which may be stored with Waters for Buyer's account without the necessity of Waters initiating any other proceedings.
In addition,Waters shall have all of the rights and remedies of a secured party under the Massachusetts Uniform Commercial Code and may exercise all
such rights and remedies in accordance therewith. Buyer shall execute such documents as Waters may request to effectuate the foregoing security
interest.
8. Agents, etc. - No agent, employee or other representative has the right to modify or expand Waters standard warranty applicable to the products
and/or services or to make any representations as to the products other than those set forth in the applicable user or operator's guide delivered with
the products, and any such affirmation, representation or warranty, if made, should not be relied upon by Buyer and shall not form a part of contract
between Waters and Buyer for the purchase of the products or services.
9. Fair Labor Standards - The products or services provided hereunder were produced and/or performed in compliance with the requirements of all
sections of the Fair Labor Standards Act of 1938 as amended.
10. Equal Employment-Waters is an Equal Opportunity Employer. It does not discriminate in any phase of the employment process against any person
because of race,color,creed,religion,national origin,sex,age,veteran or handicapped status.
11. Modifications,Waiver,Termination -The contract formed by Buyer's acceptance of this quotation may be modified and any breach thereunder may
be waived only by a written and signed document by the party against whom enforcement thereof is sought.
12.Governing Law-The contract formed by Buyer's acceptance of this quotation shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts, U.S.A.
13.Compliance with Laws-Buyer shall at all times comply with all applicable federal,state and local laws and regulations, including,without limitation,
the provisions of the United States Export Control Laws as may be in effect for any of the products or services, and, if products or services hereunder
are used in clinical applications, all applicable rules and regulations of the United States Food andDrug Administration and/or other domestic or
international agencies with respect to the application of,as the case may be,Good Clinical Practices("GCP"),Good Laboratory Practices("GLP")or good
Manufacturing Practices("GMP").
14. Additional Terms and Conditions-This quotation is also subject to any Waters Special Terms and Conditions applicable to the products or services
offered by this quotation, which appear on the front of this quotation. Any variance from the terms and conditions of this quotation in any order or
other written notification from Buyer,will be of no effect. Should Buyer order products or services through a Waters office located outside of the United
States,the terms and conditions of the quotation issued by the office outside of the United States shall govern such order.
15.Arbitration -Any and all disputes or controversies arising in connection with the contract formed by Buyer's acceptance of this quotation or the sale
of products and/or performance of the services shall be resolved by final and binding arbitration in Boston, Massachusetts, under the rules of the
American Arbitration Association then obtaining.The arbitrators shall have no power to add to,subtract from or modify any of these terms or conditions
of this contract. Any award rendered in such arbitration may be enforced by either party in either the courts of the Commonwealth of Massachusetts or
in the United States District Court for the District of Massachusetts,to whose jurisdiction for such purposes Waters and Buyer each hereby irrevocably
consents and submits.
16. Software - To the extent there is any software included with the products, the software is being licensed, not sold and all rights, title and interest
therein shall remain with Waters. Use of the software shall be in accordance with the applicable software license delivered with the products. U.S.
Government Restricted Rights - RESTRICTED RIGHTS LEGEND. Use, duplication or disclosure by the Government is subject to restrictions as set forth
in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of
the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19,as applicable.
17. Force Majeure -Waters shall have no liability for failure toperform,or delay in performance, in the delivery of any and all equipment manufactured
or sold by Waters including instruments, supplies, components, systems, chemistry, accessories, replacement spare parts, or any and all services
provided by Waters, caused by circumstances beyond its reasonable control including, but not limited to, acts of God, acts of nature, floods, fire,
explosions, war or military mobilization, United States governmental action or inaction, request of governmental authority, delays of any kind in
transportation or inability to obtain material or equipment,acts of other governments,strikes,or labor disturbances.
18. Diagnostic Products - Buyer acknowledges and agrees that only those products which are labeled and identified as in vitro diagnostic (#IVD#)
Waters Technologies Corporation dba Waters Corporation,34 Maple St, Milford MA 01757 800 252 4752
This quotation is expressly conditioned upon,and subject to all terms and conditions set forth within
Page: 10/11
Waters Account : City of Fort Worth Police Dept
Quotation number : 22321525
THE SCIENCE OF WHAT'S POSSIBLE:' Creation date : 06/05/2020
Expiration date : 06/26/2020
Sales Proposal
Please reference this Quotation when Purchase Order is issued
Waters General Sales Terms and Conditions
devices are intended to be used for IVD purposes. Buyer acknowledges and agrees that any products that are not labeled and identified as IVDs are
general laboratory products intended for research and other general scientific uses and are not for use in IVD procedures.
Waters Technologies Corporation dba Waters Corporation,34 Maple St, Milford MA 01757 800 252 4752
This quotation is expressly conditioned upon,and subject to all terms and conditions set forth within
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