HomeMy WebLinkAboutContract 52706-R2 CSC No. 52706-R2
CITY OF FORT WORTH
CONTRACT RENEWAL NOTICE
June 26, 2020
Thermo Electron North America, LLC
Attn: Resa Ferguson
1400 Northpoint Parkway, Suite10
West Palm Beach, FL 33407
Re: Contract Renewal Notice
Contract No. CSC No. 52706 (the"Contract")
Renewal Term No. 02: August 15,2020 to August 14,2021
The above referenced Contract with the City of Fort Worth expires on August 14, 2020
(the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the
City. This letter is to inform you that the City is exercising its right 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. Please return this signed
acknowledgement letter, along with a copy of your current insurance certificate, to the
address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to
provide a signed acknowledgment does not affect the renewal.
Please log onto PeopleSoft Purchasing at http://fortworthtexas.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,
rr �
�4 Q
Patricia E. Stanl y Ll
[817]392-5900
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Renewal
CSC No.
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
ensuring all performance and reporting
By: D—Burghdoff(Aug5,20 9:50 CDT)W requirements.
Name: Dana Burghoff
Title: Assistant City Manager
Digitalty signed by Patrida
Stan
Patricia Stanley Datele:2y020.07.3114:50:03
By: -0600,
APPROVAL RECOMMENDED: Name: Patricia E. Stanley
Title: Management Analyst II
APPROVED AS TO FORM AND
&-4-4�4L HAtir LEGALITY:
Christopher uder(Au;5,202008:16CDI
By:
Name: Chris Harder, PE
Title: Water Director
ggo'o�R4�� Taylor Paris
ATTEST; p�F FORT�OpAd B r oraari:(aDgs,zozooaa7cm)
Y:
old Name: Taylor Paris or Jo Ann Pate
�a o�°*d�d Title: Assistant City Attorney
o
o
QannnEXAso�'G
By. U U 0 CONTRACT AUTHORIZATION:
Name: Mary Kayser M&C: NA
Title: City Secretary Date Approved:
Form 1295 Certification No.:
Thermo Electron North America, LLC
By: ReSa -feYgj0h 07/1 oi2o2o
Name: Resa Ferguson
Title: Contract Administrator
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Renewal
Thermo Electron North America LLC SUPPORT PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 21372511 /
West Palm Beach, FL 33407-1976 Coverage Start Date: August 15, 2020
Coverage End Date: August 14, 2021
Quotation Expires: August 15, 2020
JOHNNY SKELTON
CITY OF FORT WORTH LAB SERVICES
2600 SE 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 copyy 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
n part,-4Thermo 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: 21372511 /
West Palm Beach, FL 33407-1976 Coverage Start Date: August 15, 2020
Coverage End Date: August 14, 2021
Quotation Expires: August 16, 2020
JOHNNY SKELTON
CITY OF FORT WORTH LAB SERVICES
2600 SE 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 3,434.02 USD
072007 Detector Compartment with Dual Temperatu DX11050662
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC 3,059.10 USD
072027 Single Pump,Analytical Isocratic DX11102552
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom IC 2,620.32 USD
074922 AS-AP Autosampler with Temperature Contr DX11051063
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC 2,627.62 USD
079913 Eluent Generator DX11050378
Coverage: IC OPTIONS 1,531.61 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 1,162.87 USD
063978 Auxillary Pump DXZ0043964
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC 557.23 USD
aPnnorThermoFislter
S C I E N T I F I C
Page 2 of 9
Thermo Electron North America LLC SUPPORT PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 21372511 /
West Palm Beach, FL 33407-1976 Coverage Start Date: August 15, 2020
Coverage End Date: August 14, 2021
Quotation Expires: August 16, 2020
JOHNNY SKELTON
CITY OF FORT WORTH LAB SERVICES
2600 SE LOOP 820
FORT WORTH TX 76140
Phone: 817-392-5916
Fax:
Material Description Serial Number Price
068888 AS-DV Autosampler DX11114493
Coverage: UNITY ESSENTIAL SUPPORT PLAN Chrom_IC 1,051.23 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)
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
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, data media, ferrules, filters, fats, gaskets, ion exchange
resin, lamps, photomultipliers, 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)
A p,,,,-,,Thermo 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: 21372511 /
West Palm Beach, FL 33407-1976 Coverage Start Date: August 15, 2020
Coverage End Date: August 14, 2021
Quotation Expires: August 16, 2020
JOHNNY SKELTON
CITY OF FORT WORTH LAB SERVICES
2600 SE LOOP 820
FORT WORTH TX 76140
Phone: 817-392-5916
Fax:
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 15,944.00 USD
Support Plan Total 15,944.00 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.
Please be advised that our legal department's contract review policy does not allow for the review or acceptance of
customer terms for Service Plan engagements below $20,000. The rationale for this policy is to expedite the sales
process and reduce the possibility of accepting onerous terms for low dollar value contracts. We are willing to entertain in
good faith proposed edits to our standard terms if you are inclined to propose reasonable changes. As alternative to the
exchange and review of edited commercial terms, we may agree to have neither party sign any terms and rely on the
terms applied under the relevant version of the Uniform Commercial Code.
ACCEPTANCE OF SUPPORT PLAN
CITY OF FORT WORTH LAB SERVICES Thermo Electron North America, LLC
Signature Date Signature Date
Support Plan Specialist
PO Number
Aa,rtofTherrnoFisher
S C I E N T I F I C
Page 4 of 9
Thermo Electron North America LLC
1400 Northpoint Hwy Ste 50
West Palm Beach, FL 33407-1976
Support Plan Terms and Conditions
1. GENERAL. Thermo Electron North Anerica LLC CSoller')hereby offors for sale to ilia buyer named on the face hereof("Buyer')the products('Products")and/or annual support plans
(ii port Plan(a)')and billable services(#Technical Support)(Support Plans and Technical Support ma be referred to collectively as#Serviceii as Noted on the face hereof on the express condition
that Buyar agreon to accept and be bound by the loran and conditions col froth heroin(#Agreement'). Any now/or different provisions contained in nay document issued by Buyer in response to this
offer are axprossly In led:and if Buyer's response is doomed to be rm offer,this document Is a rejection of Buyer's offer and n counter offer by Salley and shall not constitute acceptance of any
proposal by Buyer. Buyor's receipt of Products or Seller's cormx>ncemonl of Seivicou hereunder will constitute Buyers acceptance of this Agraoent.This is Ilia final,complete and exclusivo
statement of the contract between Seiler and Buyer wilh Iospecl to Brryor's purchasO of Products and Services specified borein,which lorm s may not be altered in anyy way by Buyer's purchase ardor
terms. No waiver,consent,modification,amendment or change of the torus contained herein shall be binding upon Seller unless agreed In wriling and signed by Boiler. Boilers failure to object to
additional or different terms contained In any subsequent contienicalfon from Buyer will not be a waiver or modification of the terms set forth herein and all such proposals contained In Buyer's order
are subject to acceptance In writing by an authorized ropresonlntivo of Seller.
2. PRICE. All prices published by Seller or Sellers foprouenlatives may be changed at any time without notice.All prices quoted by Sailor or Sailor's ioprosontatives are valid for thirty(30)
(lays,unless othonwfce staled In writing. All prices for Ilia Products or Services will be as specified by Seller or,if no price hou been specified or quoted,will be Sollurs clandard prices in affect at the
Iftie of shipnenl of Products or delivery of Services.All prices are subject to adjustment on account of specifications,quantities,raw motorists,cost of production,shipment arrangements or ether lamb
or conditions That are not part of Sollar'c original quotation. Unless othemico staled in the quotation,Ilia quoted Into for Technical Support Includes Work Time,Travel Time and Slandbpp Time In
accordance with the following schedule and conditions;except flint Tachnlcnl Support requestod Without at least Govan(7)days advanced notification shall be subject to aMnre charges Ilia ddilloil Is the
Standard Rate.
Work Time#shall Include all hours flint Sollar's service personnel are on Ilia Buyer's job site,either working or ready for%York and shall be payable at Ilia applicable specified rates.
Travel Time#shall Include Ilia time spent by Sollars service personnel In Intip behveen their customary headquarters and Ilia Buyer's job site and in ietumim (including travel occurring on
Saturdays,Sundays and holidays). Except as olhorwiso stated in the Services quaint oil,Travel Time will be Invoiced per diem al the applicable Travel Zola rates In So liar's standard service list prices.
Ab Iravol and car hire rolated oxponses will be charged in addition to the daily role at cost plus a 10%administration fee.
Standby Tree#shall include the time that Seller camas In writing,at its sole discretion,to reserve Its service personnel to be ready to porfoun work for the Buyer,witelhor on the job sifts or not,up to n
maximum of 8 hours it day,between the hours or am a.m.and 5:00 p.m.,local standard tiro on Saturday*,Sundays and hofidnpa. Standby Timer shall be paid for at Ilia cpacinl talon quoted by Seller
at the time of Buyer's request or,if none,at the current Double Time Rate;and Standby Time preceded and/or follorrod by Work Time is cumulative in dotemiining Overtime.
Standard Rate#the Service rate qquoted by Seller that shall be paid for time worked on a regular schedule of eight(8)hours per day.Monday through Friday(excluding Sollar's holidays),between 6:00
a.m.and 5:00 p.m.local clandard Ilse.
Overtime Rate#If applicable for Ilia quotod Services,Ilia rate of one and a half lines the Standard Rate shall be paid for any line worked In excess of eight(8)hours or botveon the hours of 6:00 p.m.
and 8:00 a.m.local standard Ifine:but not exceeding silicon(16)how*pot day.Monday through Friday,and for any firm on Saturdays,not to exceed sixtaon(16)hours.Overtime shall be billed In 30
minute blocks;or longer time blocks,if quoted bqq Ilia Supplier.
Double Time Rats#Ilia rule of twice the Slanrlard Role shall be paid for time larked in excess of sixteen(16)hours pot day,without n six(6)hour brank,Monday through Friday,and for nll time on
Saturdays.Sundays and holtdaye,Holidays shall be those absolved by Seller.
3. TAXES AND OTHER CHARGES. Prices for the products and Services exclude all-.alas,use,value added and other taxes and duties Imposed with respect to the sale,delivery,or use of
any Products or Services covered hereby,all of which taxes and duties must be paid by Buyer, If Buyer claims any exemption,Buyer must provide a valid,Gigned certificate or letter of exemption for
each fespoclivo ffurisdiclion.
4. TERMIS OF PAYMENT. Seller may Invoice 13gor immediately for Ilia cinglo lump earn amount oqual to the total charge,for Ilia initial Term of a Support Plan,upon shipment of Products of
upon completion of Todulical Support for the price and all other charges nayablo by Buyer a accordance with Ilia lorms on rho taco finical.If no payment tartan are stated on the fneo homof,pnymonl
shall be flat Ihldy(30)days from ilia data of invoice. Inlornational Tochn�cnl Support may require payment fit advance.Buyer Will grant a cocurity Inlorest In ilia Products sold under this Agreement until
paymonl of the full ptirchaso pdco to Sollar in accordance vith Articlo 9-103 Snort
Comiorcial Code-Secured Transactions. it Buyer falls to pay tiny amounts whon due,Buyer shall pay Sailor
Inforest thereon at the'prealer of a periodic rate of one and one-half percent(1.5%)per month or the highest rate stipulated by applicable low,together Will all costs and expanses gncluding without
Nrnitation reasonable atlornoys'fees and disbursements and court costs)Incurred by Seger In collecting such overdue amounts or otherwise onforcinp Sellora rights hereunder. Sailor resorvos the right
to require from Buyer full of partial payyment In advance,or other racially that is satisfactory to Seller,at any time that Seller believes in good faith that Buyer's financial condition does not justify the terms
of ppapm��t Gpecifiod.All payments atinll be redo in U.S.Dollars unless eihotwice spoelfiod in Seler'a Invoice.
5A.PRODUCT DELIVERY.All Products will lets shipped to Ilia destination cpacified by Buyer,FCA gNCOTERMS 2010)at OEM shipping point or Seller's distribution facility,tic oppplicablo,which will
very doppending on Product typo slid availability and toy include points suicide the United Stales(U.S.)(inquire for specific shipping point informmlfoo). Notwiihetandina specified INCOTERMS,Sailor
shorts locl cantor on Buyer's belief(and Sailor agrees to mmnr�m�o transportation of Products to Buyer's destination,and to Oct as ilia impottor of record on behalf of Buyer to clear Ilia Products through
U.S,customs. All from lit,taxes,duties and Insurance,If any,cM1argon shall be prepaid and added to Buyer's invoice.Sailor may,at its election,make partial shlpmonls of Ills Products and Invoice each
shipment separately. Seller reserves the rigpht to withhold Ghipnenls lit whole or In putt and/or terminate any Services,if Buyer falls to make any payment to Sollor when due or otherwise fails to perform
its oblf ations hereunder. Boiler's terminal of Services will not reffovo Buyer's obligation to pay all amounts duo for Services provided by Seller prior to ilia lamination dale. All shipping dales are
apnprox�mate only,and Seller will not be liable for any to or dsna9go resulting train any delay In delivery at(allure to deliver w.fifch is due to any cause beyond Seller's reaconabi control. In the event of
a delay duo[o any cause beyond Sellars reasonable control,Se(lor reserves Ilia right to terminate the ardor or to reschedule the shipment within a reasonable period of time.and Buyer will not he
entitled to refuse delivery or oflenvise bO relfoved of any oblla011ons an Iho roaoil of such delay.
5.5. CANCELLATION OR CHANGES BY BUYER If Buyer ons all t thatera Seller delay delivery of Produch;for any reason,Sollor may place Products in storage at Buyers risk and expense and[of
Buyer's account. Orders in process may be cancelled only with Sollar's written consent and upon payment of Sollar's cancellation charges. Orders in process may not be changed except with Seller's
written consent and upon agreenwnl by Ibo parties as is an appproprlatc adjustment In the purchase price therefor. Credit will not be allowed for Products returned without the prior wrillon consent of
Seller. Before returning any Ilan•,contact Seller's Order Admit station Department for a Return Malarial Authorization(RMA)number at(800)532.4752.Buyer may need to complete an RMA Form
which includes a Hazard Free Form and/or Instrument Contamination Data Form. It authorized by Seller.Buyer must return items to Soler n their original or oqufvalont packaging,prepay shipping
chnigou,and Insure tie shipment or accept ilia risk if the item 13 lost or damaged in shipment.In addition,Seller roaorves Iho rlghl to ehmgo Iho Buyer ilia list price for rdsclnft components or
subassemblies whoa Incomplete flonts are returned to Seller. Authorized returns of any unused More which time(too from Material rlafecto to Seller,in its sole discrolion,may be subject to a twenty
ppercent(20ho1 restocking chorgo.
Requests by toyer to delay,postgame or suspend on-sib Services,yand duo to no(alit of Sailor, ing,be subt�m to and
exSollar's ability n recall its service ropresonlf the Services
to cancel and/or fled or reschedule of airy
of their travel anon��enomits;and provldod that,Brryor pays any and all additional costs(including,Travel Tlnna omit expanses)Incurred by Seller as a resell of the Services befog postponed or suspended
by Buyer.Cancollaflon of sclnodulod Services any be subject to a cancellation foe of twenty percent 520%)If Sailor Is notified loss than 7 business days prior to Ilia scheduled data of service.
6. DELIVERY OF SERVICES.Excopl as olhorwiso slated on Ilia face horeof,all Services cal I be provided by Sailor or Its agent between Ilia hours of 8:00 a.m.and 5:00 P.m.local standard
tines,Monday through Friday,oxduding Solon a holidays,either at Seller's principal offices or,at Seller's oplloo,at Buyer's Installation address. If Sailer advinos Buyer lhal Services should be
partormod of S011orn facility,Buyer wall properly package Ilia Products la prevent damage,B ma eady rk the RMA number on the oulor pockagin ,and chip it.via poolopeffroight prepaid,to the address
sal forth on Iho facie hereof or suds different address as Seller may from little to time provide to Buyer.After Sailor commpplolos the Services,or Ran nado a dotomnahon that limo products Oro beyond
ropah,SOlbr may,at(Is option,either advise Buyer to scrap the Products or to have ilia Products shipped,postage/freight pmpald,back to Buyer's Installation address rdaled on Iho quotation,or to
each oilier address as Buyar ragtnosls, In Iho Ovant Buyer requires expedited delivery,such delivery will be made at Buyer's oxponso. If Seller advises Buyer that Services should be performed at
Btmyor'G site,Buyer wti;N use Its bssl olfomts to provide Seller with all requested diagnostic Information for any products requiring Services;and subtct to compliance with Buyer's reasonable security
raqulroments,will allow Sollar froo nccous to all relevant equipment.documentation and records. In addition,Buyer will cooperate with Seller's a forts to pottomn the Services and will provide such
additional assistance as Seller may reasonably request. Al[he completion of the Services,Seller a reprenodalivas wall provide Buyer with a fled service report on which will lets Indicated the number of
hams spent and Ilia i alerials used In completing Ilia work. Buyoi*signature on[he field service report will signify approval of the Inronni In the report and Seller's satisfactory completion of the
Services.If Buyer does list sign the report or provide vi objection within five(5)business days Offer receipt,than Ilia report will be doomed unequivocally approved and accepted by Buyar.
7. TITLE AND RISK OF LOSS.NoNiOnctanding Ilia transport[arms indicated above,title to and risk of foss or the Produce will pass to Buyer upon delivery of possession of Ilia Products by
Seller(o the carrier at the time and place of shipmontt provldod,however,that title to any software incorporated Wlhin or forming a part of the Products will at all tines remain with Seller or ilia licensor(*)
thereof,as the case troy be. All risk of loss or damngo to Buyer's products being transported for Services shall remain with Buyer during Ghipm enl to and from ilia Buyer's site and during Seller's
podormance,of Services hereunder.
8, WARRANTIES.Seller's Dole obligation with respect to the Services iG to provide Ilia quoted Services in a workmanlike manner and if Buyer provides notice of defect in Service within ninety
(90)duye of completion of such Services,sailor will,at its solo option,either raperform the Services without char ppO to Buyer or grant Buyer a oedN lot the amount paid by Buyer Win respect to such
Sorvfee. Of
wamals flint Ilia products will operate or parfonn uubstanliolly In confomancs mill Sollors published specifications and be free from defecto fn material and%arkmsnah(p,vilon
sub led to annual,propper and Intended usapa by pmpOrly[rained personnel,for the palled of time cat forth in the Product documentation,published epecifications or ricks o Inserts(Iho'Wafonty
Porlod"). If a Warranty Porlad ir,not sppociliod in Sailor's Product documentation,published specifications,or f�ackage Inserts,the Warranty Period for navy Instmmonts fs hve vo(12)months from the
date of shipment to Brryor,and for all at lot Products Is ninety(90)days from the
date of shipment. During the Wmranly Period,Seller a roes to repair or replace,at S011ors option,detective Products so
an to cause the same to operate In substantial conformance Will Seller's published speclflcalions;provided that Buyer(a)proinply notifies Seller In writing upon the discovery of any covered defect In
the Products,Including the Product model and serial number(if applicnbla)and details of Iho warrant yy claim;and(b)niter BeNat's review,Seller will provide Buyer with an of
number and services
data,which may Include bfohozmd decontamination procedures and other Pioduct•speclfrc handling inshuclfono.Than,If applicable,Buyor may return the defective Products to Seller with alp cosy
prepaid by Buyer. Roplacereol padu may her ow or mfurbished.at ilia election of Seller.AN replaced pads shall become the propely of Sollor. Shlprnunt to Buyer of repaired or roplocomont Products
pro be made In accordance with the Delivery clause of this,Agreement. Except for ncv/consunablo ilon>r nenulnclurod omit sold by Solter,Ihic warranty expressly excludes all other concur ablo parts
or compannnis(a.g„bulbs,Italic,canridges,etc.)In the Products.If Seller elects to repair dofc(:IfvO medical device Instruments,Seller may,in its cola discrolion,provide a roplaconent loaner instrument
to Buyer as nececsalyy for use winlfe the Imclmments ate being mepahad.
Notwithstanding the 71 roguing.Products supplied by Sollar that are obtained by Seller from an original manufacturer or third party supplier are not warranted by Seller:but Seller agrees to assign to
Buyer any warranty rights in such Product that Seller may have from the original manufacturer or third party supplier,to the extent such assignment Is allowed by such original manufacturer or third party
supplier.
In no event shall Seller have out obligation to make repairs,roplacemento or corrections under the Warronty,in wieio or In part,as Ilia result of or with respect to:(a)lino of Ilia Products In a Mannar for
which They vroro not designed;(h)improper Worago and handling OI the Produces(c)uco of the Products in combination with equipment or Goflwarts not supplied by Sailor(d)shipping dolman Incurred
on routo to Buyer's silo or because of moving equipment,in wfrfch case Seller whit promply provide n cost estimate for Technical Support to the consignee for hlin claims to carriers for shipping
damage;(o)hood,lighlninp, earthquake,tornado,hurricane or lira,bombing,armed con tic,malicious mischfal,sabotago or other natural or man-mmdo disasters:(�normal wear and Ivor,physical
abuse,misuse,sprinkler donto(to,electrical surge or abnormal polar variation;(9)repairs,maintenance,or modifications nado by anyone other than Seller trained personnel or without Sollar's
supervision andlor approval;(h)relocation and reinstallation of equipment;although upon request Seller will supervise the removing,cfating,relocation and reinstallation of the Products at Seller's
current Services rates;(I)maintenance or replacomonl of tedla(i.e,,Noppy disks,plotter suppillos,etc,)wbalever the roacon for loss,failure or damage;()beta-sito support;(it)operator Iralnin0:or p)
rapahing Product malfunctions If the fault fit not with rho equipment, If Sollor dolermines that Products for which Buyer requested warranty services are not covered by this warranty,Buyer will pay or
AParta S h hermoFisher
Page 5 of 9
Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
roirnburso Sollor for all costs of Invosligating and responding to such request at Sollor's than prevailing time and materials rates. If Sollor provides Services or replacement parts that are not covorod by
thiswarronty,Buyer shall pa Seller therefor at seller's then prevailing time and materials rates.
ANY INSTALLATION,MAINTENANCE,REPAIR,SERVICE,RELOCATION OR ALTERATION TO OR OF,OR OTHER TAMPERING WITH,THE PRODUCTS PERFORMED BY ANY PERSON OR
ENTITY OTHER THAN SELLER WITHOUT SELLER'S PRIOR WRITTEN APPROVAL,OR ANY USE OF REPLACEMENT PARTS NOT SUPPLIED BY SELLER,SHALL IMMEDIATELY VOID AND
CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS AND/OR SERVICES. THE OBLIGATIONS CREATED BY THIS WARRANTY STATEMENT FOR SELLER TO REPAIR
OR REPLACE A DEFECTIVE PRODUCT OR TO REPERFORM OR CREDIT THE PRICE OF DEFECTIVE SERVICES SHALL BE THE SOLE REMEDY OF BUYER FOR SUCH DEFECTIVE
PRODUCTS OR SERVICES UNDER THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS WARRANTY STATEMENT,SELLER DISCLAIMS ALL OTHER WARRANTIES,WHETHER
EXPRESS OR IMPLIED,ORAL OR WRITTEN,WITH RESPECT TO THE PRODUCTS,INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR
ANY PARTICULAR PURPOSE,OR NONINFRINGEMENT. SELLER DOES NOT WARRANT THAT THE PRODUCTS OR SERVICES ARE ERROR-FREE OR WILL ACCOMPLISH ANY PARTICULAR
RESULT.
9. INDEMNIFICATION.
9.1 By Seller. Sollor will indorraffy,defend and save Buyer.its officers,directors,and amploycou(join and ugainul any and all damagos,liabilities,actions,causes of action,suite,claims,
demands,losses,costs and expenses(including without limitation roasonably altornoya'fool)SMhhdomnified Iloms�acsoitod by another party against Buyer for(I)bodily injury to or death of parsons or
daoatio to tangible properly to the extent caused by ilia nopIlgonco orwitful misconduct of Set er,Its omployeas,agents or roprosentativon or cantmclom In contraction Win Iho Fiannancc of Sorvlcor
at Buyer's promises under(his Agreement;and III)claims Ilint a Product Infringes any U.S.patent,copyright or trade sacral;provided,hovaover,Sailor's liability under this section does not extend to
any such Indomnlfied Items caused by either(u)the noppli,7enco or willful nlcconduct of Byer,Its employees,oyonts or representatives or contractors,(v)by any third party,(w)use of a Product In
combination Will equipmoot or software not auPPPIt If by Se ter whore the Product alone wou d not be infrin Ing,(x Seller's compliance Will Buyer's designs,specifications or Instructions.(y)use of the
Product In an application or environment for v hPch It was not d.:i1god,or(z)modifications of the Product by anyone other than Sollor wilhout Seller's prior written approval. Buyer will promptly notify
Sulfur In willing of any claim covered by Sailors indemnification obfigalfons orounder. Sollor ray assume exclusive control of the defense of such claim or,at Ilia option of Iho Seller,to sehlo The
union.Buyer agrees to cooperate reasonably with Sailer in connection with tiro performance by Sollor of its obligations in this Section.
Notwithstanding Ilia above,Sollor'c infringanonl related indemnification obligations shall be extinguished and rolfovod if Sollor,at Its discretion and at its o•.vn expense(a)procures for Buyer Iho right,at
no additional oxponro to Buyer,to continue using the Product;(b)replaces or nnodftiies the Product no that it becomes non-Infringing,provided the modification or replacement dons not adversely affect
the specifications of the Product;or(c)In the event ,)and(bk are not practical,refund to Bar the amortized amounts paid by Buyer with rospoct Iterate,based on a five(5)year amortization
schedule. THE FOREGOING INDEMNIFICATION PR�VISIOtS STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR,AND BUYER'S SOLE AND EXCLUSIVE REMEMDY IN REESPECT OF,THE
CLAIMS DESCRIBED HEREIN.
9.2 By Buyer, Btryar will Indem ifyy,defend vAlh competent and oxporionced counsel and hold hantriess Sailer,its parent,subsidiaries,affiliates and divisions,and their respective officers,
directors.,shareholders and amployyeas.II out and against any and all dru agos,liabilities,actions,causes of action.Bulls,claim,demands,losses,coats and expenses(including without Imitation
reasonable attorneys'foes and disbursomoms and court costs)to Iho extent arising from or in cennoclion with(I)the negligence or willful misconduct of Buyer,its agents,snployeos,representatives or
conlmclors;(ii)lino of a Product fit combination with equipment or softwamo not suppliod by Seller whore Ilia Product alone would not be Infringing;(1Ii))Sellers compliance with dostgna,specifications or
Instructions supplied to Sollor by Buyer;(iv)use of a Product in an application or environment for which it was list designed;or(v)modifications of a Produc(by anyone other than Sailor without Seller's
prior vnllten approval.
10. SOFTWARE. With respect to any software products incorporalod in or forming a part of the Products horoundor(i,e.,grnnvare),Seller and Btryar intend and ogres that rush sof viare
products are being licensed and not sold,and that the wards purchase','salt or similar or derivative vwrdn are
undorsicod and agreed to mean'license",and that the word"Buyer"or similar or
derivative voids lira understood and agreed to mean'licansoo". Notwithstanding anything to tiro contrary contained heroin.Seller or its licensor,as the case may be,relative nil rights and inlorosl in
sollwaia products provided hereunder. Sollor hereby grunts to Buyer In royallyy-hco,non-oxclusivo,nonlrnnsforoblo Iiwnso,vrithoid power to subiiconea,to uco coltw.no licensed hereunder safely for
Buyers awn internal businoss purposes on its hardware Products and to use tiro related documentation solnty for Buyers own intoiei business purposes. This,license torninotos whon Buyer's lawful
possession of the hardware Products provided hereunder ceases,unless earlier terminated as provided harofn, Buyer agroos to hold In confidence and not to coil,transfer,licorice,loan or othowAso
make ovaflable In any form to third partial.the software products and related documentation provided hereunder, Buyer nay not disassemble,decompile or reverse engineer,copy,modify,enhance or
wise change or supplement the software products provided hereunder without Sellet'c Friar written consent. Seller Wl be entitled to larn9nalo Il
other Is license if Buyer fails to comply vnth any term or
condition heroin. Buyer agroos,upon termination of this license.to immediately slop using at software products and related documentation provided hereunder and oil copies and pertions thereof,
Certain of tiro software products provided by Seller may be ovmed by one or no Ithirdparties and licensed to Sollor or may be standalone software products,which Buyer hereby agrees are uubjoct(o
a separate brarrso-wrap,shrink-voup or cli w ck-thru and usor license agreement(EULA). Accordingly,Ilia wtumnly and indemnification provisions heroin do not apply to such softvnro,Witch are
exclushvoiy provided Im file applicable EULA,
it. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,THE LIABILITY OF SELLER UNDER THESE TERMS AND CONDITIONS
(WHETHER BY REASON OF BREACH OF CONTRACT,TORT,INDEMNIFICATION,OR OTHERWISE,BUT EXCLUDING LIABILITY OF SELLER FOR BREACH OF WARRANTY(THE SOLE
REMEDY FOR WHICH IS PROVIDED UNDER THE PRODUCT AND SERVICES WARRANTIES HEREIN(()))SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LESSER OF(AONE (())THE TOTAL
($1R000,000)CHASE PRICE NOTWITHSTANDING ANYTHING TO TR TO SELLER WITH RESPECT TO THE HE CONTRARY CONTAINED HEREIN,IN NO EVENT SHAL OR L SELLER BE GIVINGVICES ABLE FOR ANY INDIRECT,SPE TO SUCH LIABILITY ECIIAL,,CONSEQUENTIAL ORS
R
INCIDENTAL DAMAGES(INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT,LOSS OF REVENUE,LOSS OF DATA,LOSS OF PROFITS OR
LOSS OF GOODWILL),REGARDLESS OF WHETHER SELLER(a)HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR(b)IS NEGLIGENT.
12. EXPORT RESTRICTIONS.Buyer aeknovAedgos that each Product and any related services.software and technology,includin,technical Information supplied by Sollor or contained In
documents(collectively#Items),may be subject to export controls of iho U.S.government and/or other governments. Such export conlrois may Include,but are not limited to,the Export Administration
Regulations of the U.S.Departmanl of Commerce(the NEAR1.which may restrict or require licenses for the export of Items from the U.S.and their re-export from other countries and all other applicable
laws,regulations,laws,heoties,and agreements relating to the export.ro-oxport,and Import of any Item. Buyer shall not export,re-export,distribute or supply any Item,directly or indirectly,to(1)any
country,parson or entity,fit each case.vethout final obtaining from the U.S,government and/or other appropriate government agency any hconso required to dose lawfully;(it)any person or organization
in Cuter,Iran,North Korea,Sudan.Syria,or attar country than the suhpcl of a U.S,on barge,or any parson or ontdy considered a pad of Iho government of any such country;ar(i(i)any person or mdily
Out is involved in improper dovolopmant of urn of nudanr weapons,or of chomieallbfologlcal wall One(CBW)or nissilos,or in terrorist
acliv(tior. Buyer shall cooperate fully with Seller in any official or
unofficial audit at inspection related to applicable export or Import control laws or regulations,and thrill indomaiy and hold Sollor harmless from,or in connection with,any violation of this Section by
Buyer or its employees,consultants,agents midror representatives.
13. Support Plan Tarns and Conditions.
A. General.In the event Buyer purchases a Support Plan from Sollor under Ilia Agreement,Seller agrees to maintain and/or repair those Products or Instruments Identified on Ilia face hereof as
covorod under a Support Plan("Covered Equipment")In a manner consistent Wilh the specifications and anlillmronts included fit the purchased Support Plan as specified by Seller on the taco hereof,
which may Include various levels of service at Iho Buyer'a silos)and/or Sollor's Dopot Repair locations and ere purchased sapp❑(oin front Iho vdr,dinn/Product Warranty above(Iho'supppod Sorvice(s)").
The Support Services Wit only be valid for Covered Equipmenl within the Re oil covered by Iho Plan(erg.48 contiguous U.S.),Monday through Friday(excluding Sellor•s holidays)dtmng the hours of
8:00 a,m.to 5:00 p.m,local standard time("Normal Hours")during the term of tho Agreement.The Covered Equipmonl must be operated nccedmp to the manufacturer's supplied insructions,lneluding
Willard limitation ilia Oporator'u Manual(u)and any mnlRmchon must boy reported to Sollor.Support Somice calls requested outside of Normal Hours or for any non-Covered Equipment or for
services not Included in the Support Plan wig be billed at Seller's standard rates for Technical Support in effect at the time of Buyer's request.Seller reserves the exclusive right to delemino the
assignment of Its employees In Ilto orformance of Support Services.
e, Term.(a)The Support PPan%-All begin and remain effective for the period of limo slated oil the face hereof("Toni).To Fellow Ilse Support Plan,Buyers must sign a Rortaval Service
Agroomonl accompanied by a purchase order pilot to the expiration of the current Term("Renvnd"),which shall also be subject to the forms and conditions of this Agreement, Either pet may
tomxnate a Support Plan for any/no Fannon by providing at least thirty(30)days written notice to the other party.Sailor will use commercially reasonable efforts to stop work and to incur no additional
oxpensos. Regardbsn,if a Support Pinn is conceited, ollor will Charge Buyer for the total price of Sarvfcaa actually pefomnad and expenses actually and reasonably incurred in servicing Iho covered
equipment undor the undaulying Support Plan from its effective data until the ounce the data or the prorated price of the underlying support Plan from its effective date until the cancellation date,
whichovor is groator,plus fitoon percent(15%)of the total fee paid for the undodying Support Plan.In the event Buyer prepaid the Support Plan fees in full and a credit balance exists for tho underlying
Support Plan,Seller will provide n credit or refund the amount remaining to Buuyyor.
C. Pilcing and Pricing Assumptions.Except as otherwise agreed in wrilhhp,Iho amoral charge for each Renewal will be Thence Fdshors standard support plan rates in affect at the start of tiro
Roneval.All Suppport Plan pricing Is based on the assumption that the Covered Equipm enl operates m accordance with product speclncaliens oc of the coverage start dale;therefore,prior to Iha alert of
each Torm and Renewal,Sager reserves the right to vorify and correct Ilia condition of ilia Covered Equipment and Invoice Buyer at Seller's current billable talou for any Support Services deemed
roasonably accessary to bring the Covered Equipment Into good operating condition.Nolwrlhslanding the above,Sollor agroos to waive its right to hill ilia Buyer for bringing the Covered Equipment into
(food operating condition if there is no lapao between Iho and data of Iho current Support Plan Term and the beginning of any Ronoval.
D. Parts and Conaumablos:Tiro Support Plan level doNnos when and if the cost of pals is included under the Support Plan.Nolwillisiandfng the faroppsing,the cost for pasta that are consumed
in the normal and usual operation of the Covered Equipment Including,bill not limited to,sample preparation and analysis,consurables,paper,Ink carld gas,ribbons,pans,lamps and/or data media
are not covered under miy Suppod Plan.
E. Kay Operator:Buyer will designate a key operator of Covered Equipment who can describe Instrunnt malfunctions to Seller's service representatives by telephone and who is qualified to
perform simple adjustments and corrections to the Coverall Equipment as roques o
tel by seller's service reproson(ativos. Buyer's tulles 10 designato a key operator or to perform or to have an
uuthoilzed representative perform Ilia routine maintenance specified in the Covered Equipment's instructions of Owner's Manual may result,at Sollor's option,in Buyer being invoiced at Sellor s
standard Technical Support rates to provide such non•covored services.
F. Equipnonl Modification:seller reserves the right to make city changes in ilia dusign or construction of Seller's Products without incurring any obligation to make any updatos or chonVs
whmsoover In Ilto Covered Equipment under the Support Plan.Buyer agrees to allow Sollor,at its expense and option,to mako retrofits or desigpn chargrs vfiich Improve product reliability,but do not
change its performance characteristics. Any Buyer requests to modify or add devices or accassorles to Covered Equipment that are not manufactured by Sailer are outside the scope of the Suppod
Plans and covered Support Services.
G. Support Services Warranty:Sellers solo obligation under any Support Plan is to provide Iho Support Services in a worlimmnllko mannor in accordance with the entitlements of tiro Support
Plan purchased by Buyer thereunder.SELLER MAKES NO OTHER WARRANTIES FOR SUPPORT SERVICES PROVIDED UNDER A SUPPORT PLAN,EXPRESS OR IMPLIED.AND DISCLAIMS ALL
WARRANTIES INCLUDING,BUT NOT LIMITED TO,IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER OBLIGATIONS OR
LIABILITIES WHETHER IN CONTRACT.WARRANTY,NEGLIGENCE OR OTHERWISE.
I. Support Plan Exclusions:The following occurrences are not covered by any Support Plan purchased by Buyer from Sellor under this Agreement:
(a Covered Equipment malfunctions caused by anyy of fine following abnormal conditions;and if Sollor performs Support Services as a result thereof,Seller will Invoice Buyer at Seller's standard
blllablo rates for service,travel or nave,labor and pads:(i)Shippping damage Incurred an route to Buyers site or any subsequent transport thereafter, (ii) Force Maputo events,Includfnpp for oxarnplo,
goods,lightning,earthquake,tornado,hurricane or fire,bbombing,terrorism,armed conflict,malicious misch(ef,sabotage or other such natural or manmade disasters: (III))Physical abuso•misuse,
sprinkler donnago,electrical surgo or abnormal power variation; IN)Ropaim,maintenance,or modifications made by anyone other Ihon Sailor's trained personnel or without Sclior's suporvision and/or
approval;and(v)Relocation and reinstallation of Covered Equipmont are nor covered under Ilia Support Phan;however.upon request Sollor,will supervise ilia removing,staling,relocation and
reinstallation of Its products of Seller's standard billable retail for service,travel or move.labor and ports.
b) Maintenance or replacement of mcdin(i.e.,floppy disks,Primer all plfos,otc.)Wialovor Iho reason for loss,failure or darago;
c) Servicing of rnaledal or Instruments manufactured by anyone other than Sollor,including third-party material or instruments purchased for engineering specials;
d) Beta-slle support;
a) Service calls made to train operators;and/or
Service calls made as a result of Buyer-identified areas of tocponctbitily,i.e.nalrunctlons related to Buyor'n site conditions,ulllilfau and/or facilities(power,valor,temperature,hunldily,
A Part OfThermoFisher
S C I E N T I F I C
Page 6 of 9
Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
vibration,dust,etc.)or site compulorldata network problems or Into lily.
J. Buyyer Rosponsibilillos:Buyer will live Seller's porsonn'?roasonabM nccass to the Covered Equipment vthonovor Support Service is required.Buyer vAll cooperate Will Sollar's personnel no
I
Support Services can be performed afficlenlly and vAthoul Interruption.Buyer will ormit Seller to use of Buyer's equipment.Including Covered Equipment,that Sollar's personnel deem necessary
to perform Iho Support Services.Buyyer in coley rearponulblo for the procurement•instalPalion,maintenanco and fees associated with all third party communion
lfon equipment and media as needed for Iho
performance of Support Service tin or the Support Plin including,but not limited to,lolophanc and equipment for connote Iransnnission of data.
14. INSURANCE.For Iho Torn of a Support Plan and/or for ilia pprovision of on,ilo Services putchasad hereunder,its applicable,Sollor agrees to maintain and carryry liability Insurance in amounts
sat forth baler wdlh Insurance companies mist B+or bolter byy#BEST"rating services. Insurance includes(a)commercial general Mobility insurance for n limit of US$ .000.0 (Iwo million))for each
occurrence and US$4,OD0,000(four million)In Iho aggro late.(In)Statutorryy workers'componnsation and employer's liability Insurance for a limit of US$1,000,000(one million),(c)Automobile Ifobillly of
US52,000,000(No ntilllon)and(d)Utnbrel a coverage o US55,0000 000(live million). No Policy Will include a Waiver of subrogation. Upon regnfeal(roil Buyer related to npplicoblo Services,Sollor will
provide to Buyyer a cortificalo of Insurance usin{�tho standard ACORB form to evidence the nsaance covornga required heroin.
15. MEDICARElMEDICAID REPORTING REQUIREMENTS. If Buyer is a tncipienl of Medfcaro/Medfcaid funds,Buyer acknowfadgtis that it has boon informed of and agrees to fully and accurately
account for,and report on its applicnble cost report,the total value of any discount,rebels or other compensation paid horounder In a way that comities Will oil applicable federal,slate and load laws
and rofillulntions vdnich oslablishn'Solo Harbor'for giscounta. Buyer may make wrilton request for additional information from Seller as needed to satisfy Buyer's to ling roqulramo ils. Buyer
acknovAodges that agreement to such reporting requirement was a condition procodont to Sellar's agreement to provide Products and that Stiller would not have entered Into this Agroomenl had Buyer
not agreed to comply vdth such ON aliens.
16. MISCELLANEOUS. (a)Suyer may not doleC{�to any duties or assign any rights or claims hereunder without Seller's prior wrillen consent,and any such attempted delegation or assignment
shall be void.(b)The rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.U.SA.without reference to
its choice of law provisions. Each party hereby Irrevocably conconls to Iho exclusive jurisdiction of ilia slab and federal courts located In the County of Suffolk.Massachusclls U.S.A.for any action
arising out of or relating In this Agreement.Each party hereby wnlvos any other venue to which It may be entitled by domicile or otherwise. (a)In the event of any legal praceoding bohvaeon the Seller and
Buyer rsloling to this Agreement,neither party ITny claim Ills right to a trial by luny,and both parties vnWo any right they troy have under applicable law or otherwiso to a right to a trial by jury.Any action
arisig under Ihie Approomont must bit brought wnlhin one(1)year from the data Ihat the cause of action moso. (d)In Ilia event that any ono or more provisions contained horain shall be hold by a court
of comptitonl Juriadiclian to be Invalid,Illegal or unenforceable in any respect,the validity,legality and enforceability of the romaining provisions contained herein shall remain in full force and effect,
unless the revision matodally chnngss ilia bargain. (a)Seders in lure
to enforce.or Sellers waiver of a breach of,any provision contained heroin shall not constitute a waiver of any other broach or of
such pprevision. (g Unloss othon-Aso expressly stated on the Product or In the documentation accompanying the Product,software andlor Services,they are not approved medical devices and are
Intondod by SoNor to bo for ARaaoarch Use Only"as defined by Ilia U.S.Food and Drug Administration regulations and Is not to be used for any Illegal or unapproved regulatory purposes,Including
without limtallon,In vitro diagnostic uses,ox vivo or In vivo therapeutic uses,or any typo of consumption by or application to humans or animals. (g)Seller agrees not to knowingly disclose oily
confidential Information or data obtained by II Burin The porformsncc of Sorvlcos when such information or dale is clear llyy Identified in vnitbnpp by Buyer as confidential.Buyer agrees that oil pricing,
discounts and technical infornallon that So lot provides to Buyer are the confidential and proprietary in(onnation of Sollor Tho panlios ngtoo to kcup such infofnatlon confidential and not disclose each
ollar'e congdonlial Information to any third party for one(1)year hereafter,unit to use such information solely for Buyers internal purposes and in connection with the Productu suppliod hereunder.
Nothing herein shall restrict Ilia use of information available to the general public.(h)Any notice or comnanication required or permitted hereunder racist he in vrilin.,and shall be deanad received when
personally delivered,upon delivery by any Inlarnatlonalty recognized Cartier such as Federal Express or similar overnight do ivory service,or three(3)business Jays allor being sent by cerliflod rnall,
poaloge prepaid,to a party a1 ilia addition specified tieroiln or at such other address as either party may from time to time designate to the other,(i)Seller may.in its cote discretion,provide(1)applicable
Product training to Buyer or its omploynos.or(II)samples of PfnducIG to Buyer for diatfibul(on to patients of Buyer. Buyer agrees to distribute any such sarnplos to patients for patient usa or,if not so
distributed,to rolum Thom to Sulfur. Buyer may not use rho samples to provide taro to ationts and must not bill any Paironta or third party paymc when Buyer disponsos Ilia samples.0)Sollor hereby
rejects unit disclainv%any rights of Buyer contained,or obligations imposed upon Sol or.in any document provided,referenced of othervreo cubmillad by Buyer,in each case,that Seller has not
expressly Included In this Agroonenl or n writing manually executed by Segor(mcludin without limitation,any rights of Buyer fit respect of designs,apocifrealionc,source code or intellectual propertq,
owned,or licensed,by Seller;any nghls to Items or sorvicas not specifically idontifitid In Seller's quolatfon;anyy audit rights or financial ofreot rights of Buyor,any penalties or liquidated damages Imposed
upon Seller;any obllgallon by Seller to cotply with Health Insurance Portability and Accountability Act of 1996(as amended).Current Good Manufacturing Practice regulations as anended)or file
requirements,as amended,of ilia Customs Trade Partnership Ar�ainsl Terrorism;any obligation that Sager comply with any law,that,under low,would not otherwise apply to Seller In respect of the
Imnsucllon(s)contemplated hereby;any right of Buyer to wAlhhof all,or any portion,of tiro purchase price of any Products or Services provided hereunder for any ported of lima;any fight of Buyer,(tool/
or through only Third party,to romadialo any dalecle In,replace or rof�otarm,any Producla or Services provided hereunder at Seller's cost or expense,any ob9onlloll of Seller to waive,or require its
insurers to vnivo,any rights of oubrogolfon;any obligation of Seller Ilat would impair,restrict or prohibit Sollar's ability to treaty conduct any business Will tiny person or In any googrnplry or market;
and/or or any vniver by Seller of any right to enforce any of Ilia norms belong.
BUYER SELLER
B
Print Name: Print None:
Print Title: Print Tills:
Dale: Data:
Initial here to Indicate Buyer's agreement to automatically apply ilia Terms and ndiflons of Sale for Products and Service to oil future orders of Products and Sorvicas from Seller,whothor or not
1 e groemenl is referenced on Seller'a quole or Buyer's Purchase Orders,for (vrio 8 of years)front later dale of Iho padian signature,or until either party provides vrilian notice that this
Agreement Is terminated.
APnttC4ShermN FI Ft e
Page 7 of 9
Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
FAilipment Location Sum ary
Material Serial no. Your Ref. Description
063978 DX7_OD43934 Auxilla Pum
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 lion
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. Description
070220 DX11113996 VWD Variable Wave en th Absorba ce D
Our record location: Actual location if different:
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2.600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
Your Service Contact:
Material Serial no. Your Ref. Description
072027 DX11102552 Sin le Pum Anal tical Isocratic
Our record location: Actual location if different:
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2.600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
YOLir.Service Contact:
Material Serial no. Your Ref. Description
072007 DX11050662 Detector Compartment 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:877.867-8945
A F,,tcITIMM1oFisher
S C I E N T I F I C
Page 8 of 9
Thermo Electron North America LLC
1400 Northpoint Pi wy Ste 50
West Palm Beach, FL 33407-1976
Material Serial no. Your Ref. Description
072109 DX11051027 Dual Pum 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. Description
074922 DX11051063 AS-AP Autosam ler with Temperature C
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 tion
079913 DX11050378 Eluent Generator
Our record location: Actual location if different:
CITY OF FORT WORTH
WATER DEPARTMENT LABORTORY SERVICES
2600 SOUTH EAST LOOP 82.0
FORT WORTH TXUS
76140
Your Service Contact:
Please Indicate changes as necessary and fax to:877-867-8945
APortofThermoFisher
S C I C N T I F I C
Page 9 of 9
Soto, Vania Elizabeth
From: Webster, Samantha D
Sent: Monday,August 10, 2020 10:30 AM
To: Soto,Vania Elizabeth
Cc: Paris, Taylor
Subject: RE: Thermo Electron Contract
Vania,
Please let me know if you need any more information so the document can be finalized.As stated below, numbering the
document as 2 would be best.
Thank you,
Samantha
From:Webster, Samantha D
Sent:Thursday,August 06, 2020 2:45 PM
To: Soto, Vania Elizabeth <Vania.Soto @fortworthtexas.gov>
Cc: Paris,Taylor<Taylor.Paris@fortworthtexas.gov>
Subject: RE:Thermo Electron Contract
I have verified with the lab that it is No. 2
Thank you,
Samantha
From: Soto,Vania Elizabeth
Sent:Thursday,August 06, 2020 2:19 PM
To:Webster, Samantha D <Sama nth a.Webster@fortworthtexas.gov>
Cc: Paris,Taylor<Taylor.Paris@fortworthtexas.gov>
Subject:Thermo Electron Contract
Quick question on this one. The original number of 52706 states that it would be renewal no. 2 to the sole
source contract. Now this new one says it is Renewal No. 2 so how would y'all like me to number this so that
there is no confusion as to what renewal we are on.
Vania E. Soto
Administrative Assistant
City Secretary's Office
817-392-6090
Vania.Sotogfortworthtexas.gov
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