HomeMy WebLinkAboutContract 58565 CSC No.58565
FORT WORTH
CITY OF FORT WORTH
SOLE SOURCE PURCHASE AGREEMENT
This Sole Source Purchase Agreement ("Agreement") is entered into by and between Thermo
Electron North America LLC ("Seller") and the City of Fort Worth, ("Buyer"), a Texas home
rule municipal corporation.
The Sole Source Purchase Agreement includes the following documents which shall be construed
in the order of precedence in which they are listed:
1. This Sole Source Purchase Agreement;
2. Exhibit A: Terms and Conditions;
3. Exhibit B: Conflict of Interest Questionnaire.
4. Exhibit C: Seller Contact Information
5. Exhibit D: Seller's Sole Source Justification Letter and
6. Exhibit E: Seller's Proposal
7. Exhibit F: Signature Authority Letter
Exhibits A, B, C, D,and E, which are attached hereto and incorporated herein, are made a part of
this Agreement for all purposes. The Amount of this contract shall not exceed Fifty-Eight
Thousand, Three Hundred Sixty-Four Dollars and Fifty-Five Cents ($58,364.55).
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be
executed by their duly authorized representatives to be effective as of the date signed below.
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City: City of Fort Worth Vendor: Thermo Electron North America
LLC
By: Dana Burghdoff(Nov 29,20 16:45 C5 By:
Name: Dana Burghdoff Name: Max Wittig
Title: Assistant City Manager Title: Customer Service Administrator II
Date: Date: 11/17/2022
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
Christopher htgrder of this contract,including ensuring all
By: Chdstopher Harder(Nov 29,2022 10:38 CST) performance and reporting requirements.
Name: Christopher Harder,P.E.
Title: Water Department Director
By:
Approved as to Form and Legality: Name: Patty Je *lson
Title: Contracn e ices Administrat
By: City Secretary: �� o 0
Name: Jeremy Anato-Mensah c�� o�'
Title: Assistant City Attorney o°o° o
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7RiliZglfB'S. ��� a4�nEXAsop
By: Jannette S.Goodall(N5v30,2022 09:13 CST)
Contract Authorization: Name: Jarmette S. Goodall
M&C: N/A Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
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Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1.0 DEFINITION OF BUYER
The City of Fort Worth, its officers, agents, servants, authorized employees, vendors and
subcontractors who act on behalf of various City departments, bodies or agencies.
2.0 DEFINITION OF SELLER
The Vendor(s), consultant, supplier, its officers, agents, servants, employees, vendors and
subcontractors, or other provider of goods and/or services who act on behalf of the entity
under a contract with the City of Fort Worth.
3.0 TERM
This Agreement shall begin on the date signed by the Assistant City Manager below ("Effective
Date") and shall expire on October 31, 2023 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement("Initial Term"). Buyer shall have the option,in its sole discretion,
to renew this Agreement under the same terms and conditions,for up to four(4)one-year renewal
options, at Buyer's sole discretion.
4.0 PUBLIC INFORMATION
Buyer is a government entity under the laws of the State of Texas and all documents held
or maintained by Buyer are subject to disclosure under the Texas Public Information Act.
In the event there is a request for information marked Confidential or Proprietary, Buyer
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 Buyer, but by the Office of the Attorney General of the State of Texas or by a
court of competent jurisdiction. The Parties agree that nothing contained within this
Agreement is considered proprietary or trade secret information and this agreement may
be released in the event that it is requested.
5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer shall have a financial interest, direct or indirect, in any
contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer
of any land, materials, supplies or services, except on behalf of Buyer as an officer or
employee. Any willful violation of this section shall constitute malfeasance in office, and
any officer or employee found guilty thereof shall thereby forfeit his office or position
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Any violation of this section with the knowledge, expressed or implied, of the person or
corporation contracting with the City Council shall render the contract invalid by the City
Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter).
6.0 ORDERS
6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors
who act on behalf of various City departments, bodies or agencies are authorized
to place orders for goods and/or services without providing approved contract
numbers, purchase order numbers, or release numbers issued by the Buyer. The
only exceptions are Purchasing Card orders and emergencies pursuant to Texas
Local Government Code Section 252.022(a)(1), (2), or (3). In the case of
emergencies,the Buyer's Purchasing Division will place such orders.
6.2 Acceptance of an order and delivery on the part of the Seller without an approved
contract number, purchase order number, or release number issued by the Buyer
may result in rejection of delivery, return of goods at the Seller's cost and/or non-
payment.
7.0 SELLER TO PACKAGE GOODS
Seller will package goods in accordance with good commercial practice. Each shipping
container shall be clearly and permanently marked as follows: (a) Seller's name and
address: (b) Consignee's name, address and purchase order or purchase change order
number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and
(d)Number of the container bearing the packing slip. Seller shall bear the cost of packaging
unless otherwise provided. Goods shall be suitably packed to secure lowest transportation
costs and to conform to requirements of common carriers and any applicable specifications.
Buyer's count or weight shall be final and conclusive on shipments not accompanied by
packing lists.
8.0 SHIPMENT UNDER RESERVATION PROHIBITED
Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading
will operate as a tender of goods.
9.0 TITLE AND RISK OF LOSS
The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives
and takes possession of the goods at the point or points of delivery after inspection and
acceptance of the goods.
10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed.
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11.0 PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block of the purchase order,
purchase change order, or release order.
12.0 RIGHT OF INSPECTION
Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller
shall be responsible for all charges for the return to Seller of any goods rejected as being
nonconforming under the specifications.
13.0 INVOICES
13.1 Seller shall submit separate invoices in duplicate, on each purchase order or
purchase change order after each delivery. Invoices shall indicate the purchase
order or purchase change order number. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading
and the freight waybill, when applicable, should be attached to the invoice. Seller
shall mail or deliver invoices to Buyer's Department and address as set forth in the
jblock of the purchase order, purchase change order or release order entitled "Ship
to." Payment shall not be made until the above instruments have been submitted
after delivery and acceptance of the goods and/or services.
13.2 Seller shall not include Federal Excise, State or City Sales Tax in its invoices. The
Buyer shall furnish a tax exemption certificate upon Seller's request.
12.3 Payment. All payment terms shall be"Net 30 Days" unless otherwise agreed to in
writing. Before the 1st payment is due to Seller, Seller shall register for direct
deposit payments prior to providing goods and/or services using the forms posted
on the City's website".
14.0 PRICE WARRANTY
14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which
Seller warrants to be no higher than Seller's current prices on orders by others for
products and services of the kind and specification covered by this agreement for
similar quantities under like conditions and methods of purchase. In the event Seller
breaches this warranty, the prices of the items shall be reduced to the prices
contained in Seller's proposals, or in the alternative upon Buyer's option, Buyer
shall have the right to cancel this contract without any liability to Seller for breach
or for Seller's actual expense. Such remedies are in addition to and not in lieu of
any other remedies which Buyer may have in law or equity.
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14.2 Seller warrants that no person or selling agency has been employed or retained to
solicit or secure this contract upon an agreement or understanding for commission,
percentage, brokerage or contingent fee, excepting employees of an established
commercial or selling agency that is maintained by Seller for the purpose of
securing business. For breach or violation of this warranty, Buyer shall have the
right,in addition to any other right or rights arising pursuant to said purchase(s),to
cancel this contract without liability and to deduct from the contract price such
commission percentage, brokerage or contingent fee, or otherwise to recover the
full amount thereof.
15.0 PRODUCT WARRANTY
Seller shall not limit or exclude any express or implied warranties and any attempt to do so
shall render this contract voidable at the option of Buyer. Seller warrants that the goods
furnished will conform to Buyer's specifications, drawings and descriptions listed in the
proposal invitation, and the sample(s) furnished by Seller, if any. In the event of a conflict
between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall
govern.
16.0 SAFETY WARRANTY
Seller warrants that the product sold to Buyer shall conform to the standards promulgated
by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA)
of 1970,as amended. In the event the product does not conform to OSHA standards,Buyer
may return the product for correction or replacement at Seller's expense. In the event Seller
fails to make appropriate correction within a reasonable time, any correction made by
Buyer will be at Seller's expense.Where no correction is or can be made,Seller shall refund
all monies received for such goods within thirty (30) days after request is made by Buyer
in writing and received by Seller. Notice is considered to have been received upon hand
delivery, or otherwise in accordance with Section 29.0 of these terms and conditions.
Failure to make such refund shall constitute breach and cause this contract to terminate
immediately
17.0 SOFTWARE LICENSE TO SELLER
If this purchase is for the license of software products and/or services,and unless otherwise
agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive,
nontransferable, royalty free license to use the software. This software is "proprietary" to
Seller, and is licensed and provided to the Buyer for its sole use for purposes under this
Agreement and any attached work orders or invoices. The Buyer may not use or share this
software without permission of the Seller;however Buyer may make copies of the software
expressly for backup purposes.
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18.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY
18.1 The SELLER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software,
analyses, applications, methods, ways, and processes (in this Section each
individually referred to as a "Deliverable" and collectively as the
"Deliverables,") do not infringe upon or violate any patent, copyrights,
trademarks, service marks, trade secrets, or any intellectual property rights
or other third party proprietary rights, in the performance of services under
this Agreement.
18.2 SELLER shall be liable and responsible for any and all claims made against
the Buyer 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 Buyer's continued use of the
Deliverable(s)hereunder;
18.3 SELLER agrees to defend,settle,or pay,at its own cost and expense,any claim
or action against Buyer for infringement of any patent,copyright,trade mark,
trade secret,or similar property right arising from Buyer's use of the software
and/or documentation in accordance with this Agreement,it being understood
that this agreement to defend, settle or pay shall not apply if Buyer modifies
or misuses the software and/or documentation. So long as SELLER bears the
cost and expense of payment for claims or actions against Buyer pursuant to
this section, SELLER shall have the right to conduct the defense of any such
claim or action and all negotiations for its settlement or compromise and to
settle or compromise any such claim; however, Buyer shall have the right to
fully participate in any and all such settlement, negotiations, or lawsuit as
necessary to protect Buyer's interest, and Buyer agrees to cooperate with
SELLER in doing so. In the event Buyer, for whatever reason, assumes the
responsibility for payment of costs and expenses for any claim or action
brought against Buyer for infringement arising under this Agreement, Buyer
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, SELLER shall fully participate and cooperate with
Buyer in defense of such claim or action.Buyer agrees to give SELLER timely
written notice of any such claim or action,with copies of all papers Buyer may
receive relating thereto. Notwithstanding the foregoing, Buyer's assumption
of payment of costs or expenses shall not eliminate SELLER's duty to
indemnify Buyer under this Agreement.If the software and/or documentation
or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, SELLER shall, at its own expense and as
Buyer's sole remedy, either: (a) procure for Buyer the right to continue to use
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the software and/or documentation; or (b) modify the software and/or
documentation to make it non-infringing, provided that such modification
does not materially adversely affect Buyer's authorized use of the software
and/or documentation; or (c) replace the software and/or documentation
with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to Buyer; or(d)if none
of the foregoing alternatives is reasonably available to SELLER terminate this
Agreement, and refund all amounts paid to SELLER by Buyer, subsequent to
which termination Buyer may seek any and all remedies available to Buyer
under law; and
18.4 The representations, warranties, and covenants of the parties contained in
section 13 through 17 of this Agreement will survive the termination and/or
expiration of this Agreement.
19.0 OWNERSHIP OF WORK PRODUCT
Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas,
processes, methods, programs, and manuals that were developed, prepared, conceived,
made or suggested by the Seller for the Buyer pursuant to a Work Order,including all such
developments as are originated or conceived during the term of the Contract and that are
completed or reduced to writing thereafter(the"Work Product") and Seller acknowledges
that such Work Product may be considered"work(s)made for hire"and will be and remain
the exclusive property of the Buyer.To the extent that the Work Product,under applicable
law,may not be considered work(s)made for hire,Seller hereby agrees that this Agreement
effectively transfers,grants,conveys,and assigns exclusively to Buyer, all rights,title and
ownership interests, including copyright, which Seller may have in any Work Product or
any tangible media embodying such Work Product, without the necessity of any further
consideration, and Buyer shall be entitled to obtain and hold in its own name, all
Intellectual Property rights in and to the Work Product. Seller for itself and on behalf of its
vendors hereby waives any property interest in such Work Product.
20.0 CANCELLATION
Buyer shall have the right to cancel this contract immediately for default on all or any part
of the undelivered portion of this order if Seller breaches any of the terms hereof,including
warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other
remedies,which Buyer may have in law or equity.
21.0 TERMINATION
20.1 Written Notice. The purchase of goods under this order may be terminated in whole
or in part by Buyer, with or without cause, at any time upon the delivery to Seller
of a written "Notice of Termination" specifying the extent to which the goods to be
purchased under the order is terminated and the date upon which such termination
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becomes effective. Such right of termination is in addition to and not in lieu of any
other termination rights of Buyer as set forth herein.
20.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by Buyer in any fiscal period for any payments due hereunder,Buyer
will notify Seller 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 Buyer of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds have been appropriated.
20.3 Duties and Obligations of the Parties. Upon termination of this Agreement for any
reason, Seller shall only be compensated for items requested by the Buyer and
delivered prior to the effective date of termination,and Buyer shall not be liable for
any other costs, including any claims for lost profits or incidental damages. Seller
shall provide Buyer with copies of all completed or partially completed documents
prepared under this Agreement. In the event Seller has received access to Buyer
Information or data as a requirement to perform services hereunder, Seller shall
return all Buyer provided data to Buyer in a machine readable format or other
format deemed acceptable to Buyer.
22.0 ASSIGNMENT/DELEGATION
No interest, obligation or right of Seller, including the right to receive payment, under this
contract shall be assigned or delegated to another entity without the express written consent
of Buyer.Any attempted assignment or delegation of Seller shall be wholly void and totally
ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer
giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all
documents, as determined by Buyer, that are reasonable and necessary to verify Seller's
legal status and transfer of rights, interests, or obligations to another entity. The documents
that may be requested include, but are not limited to, Articles of Incorporation and related
amendments, Certificate of Merger,IRS Form W-9 to verify tax identification number,etc.
Buyer reserves the right to withhold all payments to any entity other than Seller, if Seller
is not in compliance with this provision. If Seller fails to provide necessary information in
accordance with this section, Buyer shall not be liable for any penalties, fees or interest
resulting therefrom.
23.0 WAIVER
No claim or right arising out of a breach of this contract can be discharged in whole or in
part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration in writing and is signed by the aggrieved party.
24.0 MODIFICATIONS
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This contract can be modified or rescinded only by a written agreement signed by both
parties.
25.0 THE AGREEMENT
In the absence of an otherwise negotiated contract, or unless stated otherwise, the
Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions
together with any attachments and exhibits. This Agreement is intended by the parties as a
final expression of their agreement and is intended also as a complete and exclusive
statement of the terms of their agreement.No course of prior dealings between the parties
and no usage of trade shall be relevant to supplement or explain any term used in this
Agreement. Acceptance of or acquiescence in a course of performance under this
Agreement shall not be relevant to determine the meaning of this Agreement even though
the accepting or acquiescing party has knowledge of the performance and opportunity for
objection. Whenever a term defined by the Uniform Commercial Code (UCC) is used in
this Agreement,the definition contained in the UCC shall control. In the event of a conflict
between the contract documents, the order of precedence shall be these Standard Terms
and Conditions, and the Seller's Quote.
26.0 APPLICABLE LAW /VENUE
This agreement shall be governed by the Uniform Commercial Code wherever the term
"Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the
Uniform Commercial Code as adopted and amended in the State of Texas. Both parties
agree that venue for any litigation arising from this contract shall be in Fort Worth,Tarrant
County, Texas. This contract shall be governed, construed and enforced under the laws of
the State of Texas.
27.0 INDEPENDENT CONTRACTOR(S)
Seller shall operate hereunder as an independent contractor and not as an officer, agent,
servant or employee of Buyer. Seller shall have exclusive control of, and the exclusive
right to control, the details of its operations hereunder, and all persons performing same,
and shall be solely responsible for the acts and omissions of its officers,agents,employees,
vendors and subcontractors.The doctrine of respondent superior shall not apply as between
Buyer and Seller, its officers, agents, employees, vendors and subcontractors. Nothing
herein shall be construed as creating a partnership or joint enterprise between Buyer and
Seller, its officers, agents, employees, vendors and subcontractors.
28.0 LIABILITY AND INDEMNIFICATION.
27.1 LIABILITY- SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY
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THE NEGLIGENT ACT(S) OR OMISSION(S),MALFEASANCE OR INTENTIONAL
MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES.
27.2 GENERAL INDEMNIFICATION-SELLER HEREBY COVENANTS AND AGREES
TO INDEMNIFY, HOLD HARMLESS AND DEFEND BUYER, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS AND ANY RESULTING
LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY
AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WI7H THIS
AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR
OMISSIONS OR MALFEASANCE OF SELLER, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES
27.3 INTELLECTUAL PROPERTYINDEMNIFICATION—Seller agrees to defend,settle,
or pay, at its own cost and expense, any claim or action against Buyer for
infringement of any patent, copyright,trade mark,trade secret,or similar property
right arising from Buyer's use of the software and/or documentation in accordance
with this Agreement,it being understood that this agreement to defend,settle or pay
shall not apply if Buyer modifies or misuses the software and/or documentation. So
long as Seller bears the cost and expense of payment for claims or actions against
Buyer pursuant to this section, Seller shall have the right to conduct the defense of
any such claim or action and all negotiations for its settlement or compromise and to
settle or compromise any such claim; however, Buyer shall have the right to fully
participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect Buyer's interest,and Buyer agrees to cooperate with Seller in doing so.In the
event Buyer,for whatever reason,assumes the responsibility for payment of costs and
expenses for any claim or action brought against Buyer for infringement arising
under this Agreement,Buyer 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,Seller shall fully participate and cooperate
with Buyer in defense of such claim or action. Buyer agrees to give Seller timely
written notice of any such claim or action,with copies of all papers Buyer may receive
relating thereto. Notwithstanding the foregoing, Buyer's assumption of payment of
costs or expenses shall not eliminate Seller's duty to indemnify Buyer under this
Agreement. If the software and/or documentation or any part thereof is held to
infringe and the use thereof is enjoined or restrained or,if as a result of a settlement
or compromise, such use is materially adversely restricted, Seller shall, at its own
expense and as Buyer's sole remedy, either: (a) procure for Buyer the right to
continue to use the software and/or documentation;or(b)modify the software and/or
documentation to make it non-infringing, provided that such modification does not
materially adversely affect Buyer's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally
suitable, compatible, and functionally equivalent non-infringing software and/or
documentation at no additional charge to Buyer; or (d) if none of the foregoing
alternatives is reasonably available to Seller terminate this Agreement,and refund all
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amounts paid to Seller by Buyer, subsequent to which termination Buyer may seek
any and all remedies available to Buyer under law.
28 SEVERABILITY
In case any one or more of the provisions contained in this agreement shall for any reason,
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this agreement, which agreement
shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
29 FISCAL FUNDING LIMITATION
In the event no funds or insufficient funds are appropriated and budgeted in any fiscal
period for payments due under this contract, then Buyer will immediately notify Seller of
such occurrence and this contract shall be terminated on the last day of the fiscal period for
which funds have been appropriated without penalty or expense to Buyer of any kind
whatsoever, except to the portions of annual payments herein agreed upon for which funds
shall have been appropriated and budgeted or are otherwise available.
30 NOTICES TO PARTIES
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 BUYER: TO SELLER:
City of Fort Worth Thermo Electron North America LLC
Attn: Purchasing Manager Max Wittig, Customer Service
200 Texas Street Administrator II
Fort Worth, TX 76102-6314 1400 Northpoint, Pkwy Suite 50
Facsimile: (817) 392-8654 West Palm Beach, Florida 33407
Facsimile: 877-5 67-8945
With copy to Fort Worth City
Attorney's Office at same address
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31 NON-DISCRIMINATION
Seller, for itself, its personal representatives, assigns, subVendors and successors in
interest,as part of the consideration herein,agrees that in the performance of Seller'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 SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS,
SUBVENDORS OR SUCCESSORS IN INTEREST, SELLER AGREES TO
ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND
HOLD BUYER HARMLESS FROM SUCH CLAIM.
32 IMMIGRATION NATIONALITY ACT
Seller 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 Buyer, Seller shall provide Buyer with copies of all I-9 forms
and supporting eligibility documentation for each employee who performs work under this
Agreement. Seller 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 Seller employee who
is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER
AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER,
SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES.
Buyer, upon written notice to Seller, shall have the right to immediately terminate this
Agreement for violations of this provision by Seller.
33 HEALTH,SAFETY,AND ENVIRONMENTAL REQUIREMENTS
Services, products,materials,and supplies provided by the Seller must meet or exceed all
applicable health, safety, and the environmental laws, requirements, and standards. In
addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits,
certificates, and inspections necessary to provide the products or to perform the services
hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations
of this provision. Buyer shall have the right to immediately terminate this Agreement for
violations of this provision by Seller.
34 RIGHT TO AUDIT
Seller agrees that Buyer shall, until the expiration of three (3) years after final payment
under this contract, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent
books, documents,papers and records,including,but not limited to, all electronic records,
of Seller involving transactions relating to this Agreement at no additional cost to Buyer.
Seller agrees that Buyer shall have access during normal working hours to all necessary
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Seller facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. Buyer shall give Seller
reasonable advance notice of intended audits. The Buyer's right to audit, as described
herein, shall survive the termination and/or expiration of this Agreement.
35 DISABILITY
In accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA),
Seller warrants that it and any and all of its subcontractors will not unlawfully discriminate
on the basis of disability in the provision of services to general public, nor in the
availability, terms and/or conditions of employment for applicants for employment with,
or employees of Seller or any of its subcontractors. Seller warrants it will fully comply
with ADA's provisions and any other applicable federal, state and local laws concerning
disability and will defend, indemnify and hold Buyer harmless against any claims or
allegations asserted by third parties or subcontractors against Buyer arising out of Seller's
and/or its subcontractor's alleged failure to comply with the above-referenced laws
concerning disability discrimination in the performance of this agreement.
36 DISPUTE RESOLUTION
If either Buyer or Seller has a claim,dispute,or other matter in question for breach of duty,
obligations, services rendered or any warranty that arises under this Agreement,the parties
shall first attempt to resolve the matter through this dispute resolution process. The
disputing party shall notify the other party in writing as soon as practicable after
discovering the claim, dispute, or breach. The notice shall state the nature of the dispute
and list the party's specific reasons for such dispute. Within ten (10) business days of
receipt of the notice,both parties shall make a good faith effort,either through email,mail,
phone conference, in person meetings, or other reasonable means to resolve any claim,
dispute,breach or other matter in question that may arise out of, or in connection with this
Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of
receipt of the notice of the dispute, then the parties may submit the matter to non-binding
mediation upon written consent of authorized representatives of both parties in accordance
with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect.If the parties submit the dispute to non-
binding mediation and 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.
37 PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT
ISRAEL
If Seller has fewer than 10 employees or this Agreement is for less than $100,000,this
section does not apply. Seller acknowledges that in accordance with Chapter 2270 of the
Texas Government Code, the Buyer 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
14
Revised 3.11.20tp
of the contract. The terms "boycott Israel" and "company" shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing
this contract, Seller certifies that Seller's signature provides written verification to
the Buyer that Seller:(1)does not boycott Israel; and(2)will not boycott Israel during
the term of the contract.
38 INSURANCE REQUIREMENTS
38.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Seller, its employees, agents,
representatives in the course of providing services under this Agreement.
"Any vehicle" shall be any vehicle owned, hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any
other state workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease;policy limit
(d) Professional Liability(Errors& Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement
to the Commercial General Liability (CGL) policy, or a separate policy
specific to Professional E&O. Either is acceptable if coverage meets all
other requirements. Coverage shall be claims-made, and maintained for the
duration of the contractual agreement and for two (2) years following
completion of services provided. An annual certificate of insurance shall be
submitted to Buyer to evidence coverage.
15
Revised 3.11.20tp
I
38.2 General Requirements
(a) The commercial general liability and automobile liability policies
shall name Buyer as an additional insured thereon, as its interests may
appear. The term Buyer shall include its employees, officers, officials,
agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of
Subrogation(Right of Recovery) in favor of Buyer.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction
in limits of coverage shall be provided to Buyer. Ten(10) days' notice shall
be acceptable in the event of non-payment of premium.Notice shall be sent
to the Risk Manager, Buyer of Fort Worth, 200 Texas Street, Fort Worth,
Texas 76102, with copies to the Fort Worth City Attorney at the same
address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of
A- VII in the current A.M. Best Key Rating Guide, or have reasonably
equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk
Management is required.
(e) Any failure on the part of Buyer to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all
required insurance shall be delivered to the Buyer prior to Vendor
proceeding with any work pursuant to this Agreement.
I
16
Revised 3.11.20tp
I
Exhibit B—CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person
who contracts or seeks to contract for the sale or purchase of property, goods, or services
with a local governmental entity (i.e. The City of Fort Worth) must disclose in the
Questionnaire Form CIQ ("Questionnaire")the person's affiliation or business relationship
that might cause a conflict of interest with the local governmental entity. By law, the
Questionnaire must be filed with the Fort Worth City Secretary no later than seven days
after the date the person begins contract discussions or negotiations with the Buyer, or
submits an application or response to a request for proposals or bids, correspondence, or
another writing related to a potential agreement with the Buyer. Updated Questionnaires
must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form
is also available at httn://www.ethics.state.tx.us/forms/CIo.[)df.
If you have any questions about compliance, please consult your own legal counsel.
Compliance is the individual responsibility of each person or agent of a person who is
subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that
you might have with the Buyer, state Seller name in the # 1, use N/A in each of the
areas on the form. However, a signature is required in the#4 box in all cases.
17
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CONFLICT OF INTEREST QUESTIONNAIRE FORM CIGQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176,Local Government Code, Dale Raceivod
by a vendorwho has a business relationship as defined by Section 176.001(1-a)with a local
governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filedwith the records administrator of the local governmental
entity not later than the 7th business day after the data the vendor becomes aware of facts
that require the statement to be filed. See Section 176.006(a-1),Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local
Government Code.An offense under this section is a misdemeanor.
Name of vendorwho has a business relationship with local governmental entity.
2 I X1 Check this box If you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7th business day after the date on which you became aware that the originally filed questionnaire was
incomplete or inaccurate.)
3
Name of local government officer about whom the Information In this section Is being disclosed.
N/A
Name of Officer
This section(item 3 including subparts A, B, C. & D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 178.001(1-a),Local Government Code. Attach additional
pages to this Form CIO as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income,other than investment
income, from the vendor?
Yes F No
B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local
government officer named in this section AND the taxable income is not received from the local governmental entity?
Yes F-1 No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director,or holds an ownership interest of one percent or more?
Fl Yes F1 No
D. Describe each employment or business and family relationship with the local government officer named in this section
4
)-)/� 6 11/17/2022
Signature of vendor doing 4.9wss with the governmental entity Date
Adopted 8/7/2015
18
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EXHIBIT C—SELLER CONTACT INFORMATION
Seller's Name: THERMO ELECTRON NORTH AMERICA LLC
Seller's Local Address: 1400 Northpoint, Pkwy Suite 10 West Palm Beach, FL 33407
Phone: (800)532-4752 Fax: (561)688-8731
Email:
Name of persons to contact when placing an order or invoice questions:
Name/Title Chris Lane, Senior Territory Sales Manager
Phone: (737) 667-1944 Fax: (877) 867-8945
Email: chris.lane@thermofisher.com
Name/Title Contract Admin Dept
Phone: (800)532-4752 Fax: (412)200-6542
Email: usbro.contractadmini@thermofisher.com
Name/Title
Phone: Fax:
Email:
Max Wittig 11/17/2022
Signature Printed Name Date
19
Revised 3.11.20tp
EXHIBIT D
Thermo Electron North America LLC SERVICE PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 21650057/-2
West Palm Beach, FL 33407-1976 Coverage Start Date: October 08, 2022
Coverage End Date: October 07, 2026
Quotation Expires: October 08, 2022
KATRINA NWINYE
CITY OF FORT WORTH LAB SERVICES
2600 SE LOOP 820
FORT WORTH TX 76140
Phone: 817-392-5942
Fax: 817-392-5920
Email: KATRINA.NWINYE@FORTWORTHTEXAS.G
OV
Dear KATRINA NWINYE,
Thank you for being a valued Thermo Fisher Scientific customer. The current coverage for your instrumentation will
expire in the coming months.
The following details a Service Plan that will help you gain the greatest value from your technology investment.
Some key benefits of purchasing a Service Plan for your instrument may include:
50% faster onsite response time with 30-40% reduced downtime compared to billable customers
35% remote resolution of issues with exclusive access to enhanced technical support with digital remote support tools
Priority access to more than 2,000 field service professionals with an average of 18 years' experience
I ask that you please review the following proposal. If you wish to purchase the Service Plan, please forward the
following via email (preferred) or fax to my attention:
A signed copy of the proposal
A copy of the respective Purchase Order
Ensuring the PO reflects Thermo Electron North America LLC as the vendor/supplier
- Referencing this proposal number on the PO
Please review the Equipment Location Summary at the end of the proposal to ensure accuracy. For any questions or
revisions, please contact me.
On behalf of our team, thank you for choosing Thermo Fisher to be your preferred service provider.
Sincerely,
CHRIS LANE, SENIOR TERRITORY MANAGER
Tel#: 737-667-1944
Email: CHRIS.LANE@THERMOFISHER.COM
Fax#: 877-867-8945
A p t ofThermo Fisher
S C I E N T I F I C
Page 1 of 10
EXHIBIT E
Thermo Electron North America LLC SERVICE PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 21650057 I-2
West Palm Beach, FL 33407-1976 Coverage Start Date: October 08, 2022
Coverage End Date: October 07, 2026
Quotation Expires: October 08, 2022
KATRINA NWINYE
CITY OF FORT WORTH LAB SERVICES
2600 SE LOOP 820
FORT WORTH TX 76140
Phone: 817-392-5942
Fax: 817-392-5920
Email: KATRINA.NWINYE@FORTWORTHTEXAS.G
OV
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
079656 AS-AP Autosampler 19060476
Coverage: Essential Plan -Ion Chrom 7,764.00 USD
Coverage start date: October 08, 2022
Coverage end date: October 07, 2025
079656 AS-AP Autosampler 19060476
Coverage: Essential Plan - Ion Chrom 2,717.40 USD
Coverage start date: October 08, 2025
Coverage end date: October 07, 2026
22181-60041 PROD,DC-6000 STD TEMP,O VALVE 19060119
Coverage: Essential Plan - Ion Chrom 9,807.00 USD
Coverage start date: October 08, 2022
Coverage end date: October 07, 2025
22181-60041 PROD,DC-6000 STD TEMP,O VALVE 19060119
Coverage: Essential Plan - Ion Chrom 3,432.45 USD
Coverage start date: October 08, 2025
Coverage end date: October 07, 2026
22181-60019 PROD,EG,DUAL,ISC6 19060145
Coverage: Standard Options Plan-Ion Chromatography 5,748.00 USD
Coverage start date: October 08, 2022
Coverage end date: October 07, 2025
22181-60019 PROD,EG,DUAL,ISC6 19060145
Coverage: Standard Options Plan-Ion Chromatography 2,011.80 USD
Coverage start date: October 08, 2025
Coverage end date: October 07, 2026
072041 Conductivity Cell 19060778
Coverage: Standard Options Plan-Ion Chromatography 1,692.00 USD
Coverage start date: October 08, 2022
Coverage end date: October 07, 2025
072041 Conductivity Cell 19060778
Coverage: Standard Options Plan-Ion Chromatography 592.20 USD
Coverage start date: October 08, 2025
Coverage end date: October 07, 2026
072041 Conductivity Cell 19060781
Coverage: Standard Options Plan-Ion Chromatography 1,692.00 USD
Coverage start date: October 08, 2022
Coverage end date: October 07, 2025
A aa,t OfThermo Fisher
S C I E N T I F I C
Page 2 of 10
Thermo Electron North America LLC SERVICE PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 21650057 I-2
West Palm Beach, FL 33407-1976 Coverage Start Date: October 08, 2022
Coverage End Date: October 07, 2026
Quotation Expires: October 08, 2022
KATRINA NWINYE
CITY OF FORT WORTH LAB SERVICES
2600 SE LOOP 820
FORT WORTH TX 76140
Phone: 817-392-5942
Fax: 817-392-5920
Material Description Serial Number Price
072041 Conductivity Cell 19060781
Coverage: Standard Options Plan-Ion Chromatography 592.20 USD
Coverage start date: October 08, 2025
Coverage end date: October 07,2026
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
22181-60017 PROD,DP,CAP,ISO-ISO,+DGAS,ICS6 19060560
Coverage: Essential Plan-Ion Chrom 16,530.00 USD
Coverage start date: October 08,2022
Coverage end date: October 07, 2025
A part OrThermo Fisher
S C I E N T I F I C
Page 3 of 10
Thermo Electron North America LLC SERVICE PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 21650057 1-2
West Palm Beach, FL 33407-1976 Coverage Start Date: October 08, 2022
Coverage End Date: October 07, 2026
Quotation Expires: October 08,2022
KATRINA NWINYE
CITY OF FORT WORTH LAB SERVICES
2600 SE LOOP 820
FORT WORTH TX 78140
Phone: 817-392-5942
Fax: 817-392-5920
Material Description Serial Number Price
22181-80017 PROD,DP,CAP,ISO-ISO,+DGAS,ICS6 19060560
Coverage: Essential Plan-Ion Chrom 5,785.50 USD
Coverage start date: October 08,2025
Coverage end date: October 07, 2026
UNITY LAB SERVICES ESSENTIAL SERVICE PLAN —ION CHROMATOGRAPHY
Plan Features:
Field Service Engineer labor,travel, and parts required for Corrective Maintenance visits with a targeted response
time of 3 business days
Priority status for technical support inquiries with a targeted immediate response time.A certified service engineer
will conduct diagnosis and Corrective Maintenance procedures using the latest digital remote support tools
One(1) scheduled annual Preventive Maintenance visit(a standard PM kit is included)
Discount on additional Preventive Maintenance
Instrument Requalification (RQ) in conjunction with a scheduled Corrective Maintenance with a purchase of an
add-on Operational Qualification (OQ1
Premium subscription to Unity Lab Services Online Knowledge Base
10%discount on parts, accessories, and consumables during the effective period of the contract(please ask for
the discount when contacting your local Thermo Fisher Scientific parts ordering department)
Computers that were purchased from Thermo Fisher Scientific and required for the operation of the analytical
system
Software and firmware updates upon request and in conjunction with a scheduled Preventive Maintenance or
Corrective Maintenance visit (updates are defined as changes of the existing software version that are intended to
improve its performance)
10%discount off list price for the training classes purchased during the contract validity period. May not be
available in all locations or used in conjunction with any other discounts or promotions(please check availability with your
local Thermo Fisher sales representative or customer service team)
Coverage Exclusions:
Background checks, drug-testing, or on-site trainings required by customers may be subject to additional charges
Applications and method development support
Computers and/or software not provided and/or installed with the system by Thermo Fisher Scientific
Computer hardware, operating system, and layered application software upgrades
Computer replacement in order to accommodate an upgrade to a newer version of the operating system
Instrument control software version upgrades
External power equipment e.g. UPS (puninterruptable power supply), power conditioner, or isolation transformer
Operator training
Complete system replacement
Buy-in parts and engineering specials
Consumables items and wearable parts such as (but not limited to) bottles, calibration materials, gases, solvents,
mobile phases, vials, caps, septa, columns, suppressors, cartridges, data media, ferrules, filters, frits, 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)
n PPn of Thermo Fisher
S C I E N T I F I C
Page 4 of 10
Thermo Electron North America LLC SERVICE PLAN QUOTATION
1400 Northpoint Pkwy Ste 50 QUOTATION Number: 21650057/-2
West Palm Beach, FL 33407-1976 Coverage Start Date: October 08, 2022
Coverage End Date: October 07,2026
Quotation Expires: October 08,2022
KATRINA NWINYE
CITY OF FORT WORTH LAB SERVICES
2600 SE LOOP 820
FORT WORTH TX 76140
Phone: 817-392-5942
Fax: 817-392-5920
OPTION YEAR PRICING:
YEAR 1: 10/08/2022-10/07/2023 $14,411.00
YEAR 2: 10/08/2023 -10/07/2024 $14,411.00
YEAR 3: 10/08/2024-10/07/2025 $14,411.00
YEAR 4: 10/08/2025- 10/07/2026 $15,131.55
Service Plan Sub-Total 68,364.65 USD
Service Plan Total 58,364.55 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 contact me.
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 SERVICE PLAN
CITY OF FORT WORTH LAB SERVICES Thermo Electron North America, LLC
Signature Date Signature Date
PO Number
A Part of Thermo Fisher
S C I E N T I F I C
Page 5 of 10
Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
TERMS AND CONDITIONS OF SALE FOR PRODUCTS AND SERVICES
1. GENERAL. Thermo Electron North America LLC 'Seller)hereby offers for sale to the buyer named on the ace hereof("Buyer")the products("Products")and/or annual support plans
("Support Plan(s)')and billable services("Technical Support' [Support Plans and Technical Support may be referred to collectively as"Services"]as listed on the race hereof on the express condition
that Buyer agrees to accept and be bound by the terms and conditions set forth herein("Agreement"). Any new or different provisions contained in any document Issued by Buyer in response to this
offer are expressly rejected;and if Buyer's response is deemed to be an offer,this document is a rejection of Buyer's offer and a counter offer by Seller and shall not constitute acceptance of any
proposal by Buyer. Buyer's recelpl of Products or Seller's commencement of Services hereunder will constitute Buyer's acceptance of this Agreement.This is the final,complete and exclusive
statement of the contract between Seller and Buyer with respect to Buyer's purchase of Products and Services specified herein,which terms may not be altered in any way by Buyer's purchase order
terms. No waiver,consent,modification,amendment or change of the terms contained herein shall be binding upon Seller unless agreed in writing and signed by Seller. Seller's failure to object to
additional or different arms contained in any subsequent communication from Buyer will not be a waiver or modification of the terms set forth herein and all such proposals contained in Buyers order are
subject to acceptance in writing by an authorized representative of Seller.
2. PRICE, All prices published by Seller or Sellers representatives may be changed at any time without notice. All prices quoted by Seller or Sellers representatives are valid for thirty(30)
days,unless otherwise slated in writing. All prices for the Products or Services will be as specified by Seller or,If no price has been specified or quoted,will be Sellers standard prices in effect at the
time of shipment of Products or delivery of Services. All prices are subject to adjustment on account of specifications,quantities,raw materials,cost of production,shipment arrangements or other terms
or conditions that are not part of Seller's original quotation. Unless otherwise stated in the quotation,the quoted rate for Technical Support Includes Work Time,Travel Time and Standby Time in
accordance with the following schedule and conditions;except that Technical Support requested without at least seven(7)days advanced notification shall be subject to airfare charges In addition to the
Standard Rate.
a� Work Time:shall include all hours that Sellers service personnel are on the Buyers job site,either working or ready for work and shall be payable at the applicable specified rates.
b Travel Time:shall include the time spent by Sellers service personnel In traveling between their customary headquarters and the Buyer's job site and in returning(including travel occurring on
urdays,Sundays and holidays). Except as otherwise stated in the Services puotation,Travel Time will be Invoiced per diem at the applicable Travel Zone rates In Sellers standard service list prices.
Air travel endear hire related expenses will be charged in addition to the daily rate at cost plus a 10%administration tee.
(c) Standby Time:shall include the time that Seller agrees in writing,at its sole discretion,to reserve its service personnel to be ready to perform work for the Buyer,whether on the job site or
not,up to a maximum of 8 hours a day,between the hours of 8:00 a.m.and 5:00 p.m.,local standard time on Saturdays.Sundays and holidays. Standby Time shall be paid for at the special rates
quoted by Seller at the time of Buyers request or,if none,at the current Double Time Rate;and Standby Time preceded and/or followed by Work Time is cumulative in determining Overtime.
(d) Standard Rate:the Service rate quoted by Seller that shall be paid for time worked on a regular schedule of eight(8)hours per day,Monday through Friday(excluding Sellers holidays),
6between 8:00 a.m.and 5:00 p.m.local standard time.
(a) Overtime Rate:if applicable for the quoted Services,the rate of one and a half limes the Standard Rate shall be paid for any time worked in excess of eight(8)hours or between the hours of
lir00 p.m.and 8:00 a.m.local standard time;but not exceeding sixteen(16)hours per day Monday through Friday,and for any time on Saturdays,not to exceed sixteen(16)hours.Overtime shall be
billed in 30 minute blocks;or longer time blocks,if quoted by the Suppller.
M Double Time Rate:the rate of twice the Standard Rate shall be paid for time worked in excess of sixteen(16)hours per day,without a six(6)hour break,Monday through Friday,and for all
time on Saturdays,Sundays and holidays. Holidays shall be those observed by Seller.
3. TAXES AND OTHER CHARGES. Prices for the Products and Services exclude all sales,use,value added and other taxes and duties imposed with respect to the sale,delivery,or use of
any Products or Services covered hereby,all of which axes and duties must be paid by Buyer. If Buyer claims any exemption,Buyer must provide a valid,signed certificate or letter of exemption for
each respective urisdictlon.
4. TER S OF PAYMENT. Seller may invoice Buyer immediately for the single lump sum amount eqyual to the total charges for the Initial Term of a Support Plan,upon shipment of Products or
upon completion of Technical Support for the price and all other charges pa able by Buyer in accordance w@h the terms on the face hereof. If no payment terms are staled on the ace hereof,payment
shall be net thirty(30)days from the date of invoice. International Technical Support may require pa mend in advance.Buyer will grant a security interest in the Products sold under this Agreement until
Payment of the full purchase price to Seller in accordance with Article 9-103,of Uniform Commercial Code-Secured Transactions. If Buyer falls to pay any amounts when due,Buyer shall pay Seller
Mereal thereon at the greater of a periodic rate of one and one-half percent(1.5%)per month or the highest rate stipulated by appplicable law,together with all costs and expenses(including without
limitation reasonable attorneys'fees and disbursements and court costs)incurred by Seller in collecting such overdue amounts or otherwise enforcing Sellers rights hereunder. Seller reserves the right
to require from Buyer full or partial pa men/in advance,or other security that is satisfactory to Seller,at any time that Seiler believes In good faith that Buyers financial condition does not justly the terms
of Apeymenl specified. All pYayments shall be made in U.S.Dollars unless otherwise specified In Seller's Invoice.
5.depending on Produc.PRODUCT t tyRpe anldProducts availabilityll be and mapped y Include pointspoints oution tsidetheiUentted States(U.S.S FCA INnq(inquire
specific sh p fa OEMng pshioint informal information).oint or Seller's
Notwithstandingasp iecified as applicable,which Seller shall
select carder on Buyers behalf and Seller agrees to arrange transportation of Products to Buyers destination,and to act as the Importer of record on behalf of Buyer to clear the Products through U.S.
customs. All freight,taxes,duties and Insurance,if any,charges shall be prepaid and added to Buyer's invoice.Seller may,at Its election,make partial shipments of the Products and invoice each
shipment separately. Seller reserves the right b withhold shipments in whole or in part and/or terminate any Services,if Buyer falls to make any payment to Seller when due or otherwise fails to perform
its obligations hereunder. Seller's termination of Services vnll not relieve Buyers obligallon to pay all amounts due for Services provided by Seller prior to the termination date. All shipping dates are
approximate only,and Seller will not be liable for arty loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Sellers reasonable control. In the event of
a delay due to anyy cause beyond Seller's reasonable control,Seller reserves the right to terminate the order or to reschedule the shipment within a reasonable period of time,and Buyer will not be
entitled to refuse delivery or otherwise be relieved of any obligations as the result of such delay.
5.B. CANCELLATION OR CHANGES BY BUYER If Buyer requests that Seller delay delivery of Products for any reason,Seller may place Products in storage at Buyer's risk and expense and for
Buyyer's account. Orders in process may be cancelled only with Sellers written consent and upon payment of Sellers cancellation charges Orders in process may not be changed exceppt with Sellers
written consent and upon agreement by the parties as to an appropriate adjustment in the purchase price therefor. Credit will not be allowed for Products returned without the prior wrlllen consent of
Seller. Before returning any item,contact Sellers Order Administration Department fora Relum Material Authorization(RMA)number at 5800?532-4752.Buyer may need to complete an RMA Ford,
which includes a Hazard Free Form andiron Inslrumert Contaminaiton Data Form. If authorized by Seller,Buyer must return items to Seller in their original or equivalent packaging,prepay shipping
charges,and insure the shipment or accept the risk if the item is lost or damaged In shipment.In addition,Seller reserves the right to charge the Buyer the list price for missing components or
subassemblies when incomplete items are returned to Seller. Authorized returns of any unused items which are free from material defects to Seller,in its sole discretion,may be subject to a twenty
percent(20%1 restocking charge.
Requests by Buyer to delay,postpone or suspend on-site Services,due to no fault of Seller,shall be subject to Sellers ability to recall its service representatives and to cancel and/or reschedule of any
of lhelr travel arrangements;and provided that,Buyer pays any and all additional costs(including,Travel Time and expenses)Incurred by Seller as a result of the Services being postponed or suspended
by Buyer.Cancellation of scheduled Services may be subject to a cancellation tee of twenty percent(20%)If Seiler is notified less than 7 business days prior to the scheduled date of service.
8. DELIVERY OF SERVICES. Except as otherwise slated on the ace hereof,all Services will be provided by Seller or its agent between the hours of 8:00 a.m.and 5:00 p.m.local standard
lime,Monday through Friday,excluding Seller's holidays,either al Sellers principal offices or,al Seller's option,at Buyers Installation address. If Seller advises Buyer that Services should be performed
al Sellers facility,Buyer will property package the Products to prevent damage,clearly mark the RMA number on the outer packaging,and ship It,via poslageffreighl prepaid,to the address set forth on
the ace hereof or such different address as Seller may from lime to time provide to Buyer.Affer Seller completes the Services,or has made a determination that the products are beyond repair,Seller
may,at its option,either advise Buyer to scrap the Products or to have the Products shipped,postagelfreight prepaid,back to Buyers Installation address stated on the quotation,or to such other
address as Buyer requests. In the evert Buyer requires expedited delivery such delivery will be made at Buyers expense. If Seller advises Buyer that Services should be performed at Buyer's site,
Buyer will use its best efforts to provide Seller with all requested dlagnosite information for any products requiring Services;and subject to compliance with Buyers reasonable security requirements,will
allow Seller free access to all relevant equipment,documentatlon and records. In addition,Buyer will cooperate with Sellers efforts to perform the Services and will provide such additional assistance as
Seller may reasonably request. Al the completion of the Services.Sellers representatives will provide Buyer with a field service report on which will be indicated the number of hours spent and the
materials used in completing the work. Bu ens signature on the field service report will signify approval of the Information in the report and Sellers satisfactory completion of the Services. If Buyer does
not sign the report or provide written objection within five(5)business days after receipt,then the report will be deemed unequivocally approved and accepted by Buyer.
7. TIT EANDRISKOFLOSS. Notwithstandingt a transport terms Indicated above,title to and risk of loss of the Products will pass to Buyer upon deliveiy of possession of the Products by
Seller to the carrier at the time and place of shipment;provided,however,that title to any software incorporated within or forming a part of the Products will at all limes remain with Seller or the Iicensor(s
thereof,as the case may be. All risk of loss or damage to Buyers products being transported for Services shall remain with Buyer during shipment to and from the Buyers site and during Sellers
pperformance of Services hereunder.
B. WARRANTIES. Seller's sole obligation with respect to the Services is to provide the quoted Services in a workmanlike manner and If Buyer provides notice of detect In Service within ninety
(90)days of completion of such Services,Seller will,at its sole option,either reperform the Services without charge to Buyer or grant Buyer a credit for the amount paid by Buyer with respect to such
SService. Seller warrants that the Products will operate or perform substantially in conformance with Sellers published specifications and be free from defects In matenal and workmanship,when
subjected to normal,proper and intended usage by properly trained personnel,for the period of time set forth in the Product documentation,published specifications or package inserts(the'Warranty
Per ad"). If a Warranty Perlod is not specified in Seller's Product documentation,published specifications,or package Inserts,the Warranty Period for new instruments Is twelve(12)months from the
date of shipment to Buyer;pand for all other Products is ninety(90)days from the date of shipment. During
ring the Warranty Period,Sellr agrees to repair or replace,at Seller's option,defective
ctive Products so
as to cause the some o operate in substantial conformance with Sellers published sppecifications;provided that Buyer a)promptlynotifies Seller in writingupon the discovery of a covered defect in
the Products,including the Product model and serial number(if applicable)and details of the warranty claim;and(b)after Seller s review,Seller will provide Buyer with an RMA number and services
data,which may include biohazard decontamination procedures and other Product-specific handling instructions.Then,if applicable.Buyer may return the detective Products to Seller with all costs
prepaid by Buyer. Replacement parts may be new or refurbished,at the election of Seller. All replaced parts shall become the property of Seller. Shipment to Buyer of repaired or replacement Products
will be made in accordance with the Delivery clause of this Agreement. Except for new consumable items manufactured and sold by Seller,this warranty expressly excludes all other consumable parts
or components(e.g.,bulbs,belts,cartridges,etc.)in the Products.If Seller elects to repair defective medical device Instruments,Seller may,in its sole discretion,provide a replacement loaner instrument
to Buyer as necessary for use while the instruments are being repaired.
Notwithstanding the foregoing,Products supplied by Seller that are obtained by Seller from an original manufacturer 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 any obligation to make repairs,replacements or corrections under the Warranty,in whole or in part,as the result of or with respect to:(a)use of the Products in a manner for
which they were not designed;(b)improper storage and handling of the Products;(c)use of the Products in combination with equipment or software not supplied by Seller(d)shipping damage incurred
an route to Buyer's site or because of moving equipment,in which case Seller will ppromptly provide a cost estimate for Technical Support to the consignee for filing cllaims to carriers for shippping damage;
(a)flood,lightning, earthquake,tomado,hurricane or fire,bombing,armed conflict,malicious mischief,sabotage or other natural or man-made disasters;(f)normal wear and tear,physical abuse,
misuse,sprinkler damage,electrical surge or abnormal power variation;(g)repairs,maintenance,or modifications made by anyone other than Seller trained personnel or without Sellers supervision
and/or approval;(h)relocation and reinstallation of equipment;although upon request Seller will supervise the removing,crating,relocation and reinstallation of the Products at Seller's current Services
rates;(1)maintenance or replacement of media(i.e..floppy disks,plotter supplies,etc.)whatever the reason for loss,failure or damage 0)beta-site support;(k)operator training;or(U repairing Product
malfunctions if the fault is not with the equipment. If Seiler deter pnes that Products for which Buyer requested warranty services are not covered by this warranty.Buyer will pay or reiimburse Seller for
A Pa,l Of Thermo Fisher
S C I E N T I F I C
Page 6 of 10
i
Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
all costs of investigating and responding to such request at Seller's then prevailing time and materials rates. If Seller provides Services or replacement parts that are not covered by this warranty,Buyer
shall pay 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. Seller will indemnify,defend and save Buyer,its officers,directors,and employees from and against an and all damages,liabilities,actions,causes of action,suits,claims,
demands,losses,costs and expenses(including without limitation reasonable attorneys'fees)("Indemnified Items")asserted byanother party against Buyer for(1)bodily injury to or death of persons or
damage to tangible property to the extent caused by the negligence or willful misconduct of Seller,its employees,agents or representatives or contractors in connection with the performance of Services
at Buyer's premises under this Agreement end(11)claims that a Product infringes any U.S.patent,copyright or trade secret;provided,however,Seller's liability under this Section does not extend to any
such Indemnified Items caused r either(u)the negligence or willful misconduct of Buyer,its employees,agents or representatives or contractors,(v)by erg third party,(w)use of a Product in
combination with equipment or so are not supplied by Seller where the Product alone would not be infringing,(x)Sellers compliance with Buyer's designs,spa lealions or instructions,(y)use of the
Product In an application or environment for which it was not designed,or(z)modifications of the Product by anyone other then Seller without Sellers prior written approval. Buyer will promptly notify
Seller in writing of any claim covered by Seller's indemnification obligations hereunder. Seller may assume exclusive control of the defense of such claim or,at the option of the Seller,to settle the same.
Buyyer agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section.
Notwithstanding the above,Setters Inffri)ngement relat expense to Buyer,to continue using the In the evented ii�ndem and(nification obligations shall be extingyyuished and in
if Seller,or the amortized amounts at its discretionand atppits own expense(a)procures for
BBuyer the rse[er ight,at
no affect
Id b
the
schedule.cations of the Product;or
TIRE FOREGOING INDEMNIFICATION PRDVISION��TATESare tSELL RBS ENTIRE refund oLIABILITY TO BUYER FOR,AND BUYER'S SOLE AND8EXCLUSIat VE REM MDY based an a f NeRESPECT)replaces or modifies the Product so that it becomes non-infringing,gavided the modification or replacement does not rOF,THE n
CLAIMS DESCRIBED HEREIN.
9.2 By Buyer. Buyer will indemnify defend with competent and experienced counsel and hold harmless Seller,its parent,subsidiaries,affiliates and divisions,and their respective officers,
directors,shareholders and employees,from and against any and all damages,liabilities,actions,causes of action,suits,claims,demands,losses,costs and expenses(including without limitation
reasonable attorneys'fees and disbursements and court costs)to the extent arising from or in connection with(1)the negligence or willful misconduct of Buyer,its agents,employees,representatives or
contractors;(tt)use of a Product in combination with equipment or software not supplied by Seller where the Product alone would not be infringing;(ttii Sellers compliance with designs,specifications or
instructions supplied to Seller by Buyer;(iv)use of a Product in an application or environment for which it was not designed;or(v)modifications of a PProduct by anyone other than Seller without Sellers
prior written approval.
10. SOFTWARE. With respect to any software products incorporated in or forming apart of the Products hereunder(i.e.,firmware),Seller and Buyer intend and agree that such software
products are being licensed and not sold,and that the words"purchase","sell"or similar or derivative words are understood and agreed to mean"license",and that the word"Buyer"or similar or
derivative words are understood and agreed to mean"licensee". Notwithstanding anything to the contrary contained herein,Seller or its licensor,as the case may be,retains all rights and interest to
software products provided hereunder. Seller hereby grants to Buyer a royally free,non-exclusive,nontransferable license,without power to sublicense,to use software licensed hereunder solely for
Buyers own internal business purposes on its hardware Products and to use the related documentation solely for Buyers own internal business purposes. This license terminates when Buyers lawful
possession of the hardware Products provided hereunder ceases,unless earlier terminated as provided herein. Buyer agrees to hold in confidence and not to sell,transfer,license,loan or otherwise
make available in any form to third parties the software products and related documentation provided hereunder. Buyer may not disassemble,decompile or reverse engineer,copy,modify,enhance or
otherwise change or supplement the software products provided hereunder without Seller's prior written consent. Seller will be entitled to terminate this license if Buyer falls to comply with any term or
condition herein. Buyer agrees,upon termination of this license,to immediately slop using all software products and related documentation provided hereunder and all copies and portions thereof.
Certain of the software products provided byy Seller may be owned by one or more third parties and licensed to Seller or may be stand-alone software products,which Buyer hereby agrees are subject to
a separate browse-wrap,shrink wrap or click-thru end user license agreement(EULA). Accordingly,the warranty and indemnification provisions herein do not apply to such software,which are
exclusively provided in the applicable EULA.
(WHETHER11. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY COTAINED HEREIN,THE LIABILITY OF SELLER UNDER THESE TERMS AND CONDITIONS
REMEDY OR WHICHN OF S PROVIDED H OF UNDER THEA PRODUCT AND SERVICES WA RANTIES OR R EIREIN(( ))SH BUT ALL NOT EXCEEDCLUDING LITY OF SELLER AN AMOUNT EQUAL TO THE OF LESSER LIABILITY OR(ES)SER OF(AYTHTHE E TOTALE
L
PURCHASE RS
(f$1 000000)). NOTWITHSTANDING NG ANYTHIICE THERETOFORE PAID /NG TO THE CONTRARY BUYER TO SELLER ICONTAINED HEREIN,IN TH RESPECT TO THE NOEVENT SHALL SELLER OR SERVICES GBEI LIABLE FOR ANY NG RISE TO FINDIRECT,SPECIAL,CONSEQUENTIA ONE MILLION L
NCIDENTALOSS OF GOO12. ORT R S CTIONS.BuOF acknowledges th SELLER(a) Product
BEEN INFORMED MED services,POSSIBILITY
SSIBILI Yoftware O F SUCH gDAM DAMAGES RINCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIES OR AG�ESg OR(ni LOSS OF ce InformationNEC� supplfed SellerEVENUE,LOSS OF oros contained OF PROFITS OR
documents(collective
"Items"),may be subject to export controls of the U.S.government and/or other governments. Such export controls me y include,but ere not limited to,the Export Administration
Regulations of the U.S.Department of Commerce(the"FAR"),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,treaties,and agreements relating to the expart,re-export,and import of any Item. Buyer shall not export,re-export,distribute or supply any Item,directly or indirectly,to(1)any
country,person or entity,in each case,without first obtaining from the U.S.government and/or other appropriate government agency any license reqnuired to do so lawfully;(11)any person or organization
in Cube,Iran,North Korea,Sudan,Syria,or other country then the subject of a U.S.embergo,or any person or entity considered a part of the Qoverment of any such country;or(Ill)any person or entity
who is involved in improper development or use of nuclear weapons,or of chemical/biolog cal wea ons(CBW)or missiles,or in terrorist activities. Buyer shall cooperate fully with Seller in any official or
unofficial audit or inspection related to applicable export or import control laws or regulations,and shall indemnity and hold Seller harmless from,or in connection with,any violation of this Section by
Buyer or its employees,consullshis,agents and/or represenletives.
13. SUPPORT PLAN TERMS AND CONDITIONS
A. General. In the event Buyer purchases a Support Plan from Seller under this Agreement,Seller agrees to maintain and/or repair those Products or instruments identified on the face hereof as
covered under a Support Plan("Covered Equipment")Pn a manner consistent with the specifications and entitlements included in the purchased Support Plan as specified by Seller on the face hereof
which may include various levels of service at the Buyer's site(s)and/or Sellers Depot Repair locations and are purchased separate from the original Product Warranty above(the"Support Service(s)).
The Support Services will only be valid for Covered Equipment within the Region covered by the Plan(e.g.48 contiguous U.S.),Monday throng Friday(excluding Seller's holidays)during the hours of
8:00 a.m.to 5:00 p.m.local standard time("Normal Hours')during the term a(the Agreement.The Covered Equipment must be operated attar in to the manufacturers supplied instructions,including
without limitation the Operators Manual(s)and any malfunction must be promptI reported to Seller.Support Service calls requested outside of Normal Hours or for any non-Covered Equipment or for
services not included in the Support Plan will be billed at Sellers standard rates for Technical Support in effect at the time of Buyer's request.Seller reserves the exclusive right to determine the
assignment of its employees in the performance of Support Services.
B. Term.(a)The Support Plan will begin and remain effective for the period of time stated on the face hereof("Term").To renew the Support Plan,Buyer must sign a Renewal Service
Agreement accompanied by a purchase order prior to the expiration of the current Term('.Renewal"),which shall also be subject to the terms and conditions of this Agreement. Either party may
terminate a Support Plan for any/no reason by provtdirg at least thirty(30)days written notice to the other party.Seller will use commercially reasonable efforts to stop work and to incur no additional
expenses. Regardless,ff a Support Plan is cancelled,SSeller will charge Buyer for the total price of Services actually performed and expenses actually and reasonably Incurred in servicing the covered
equlpment,un or
the under)ying Support Plan from its effective date until the cancellation dale or the prorated price of the underytng Support Plan from Its effective dale until the cancellation date,
whichever is greater,plus fifteen percent(15%)of the total fee paid for the underlying Support Plan.In the event Buyer prepaid the Support Plan fees in full and a credit balance exists for the underlying
Support Plan,Seller will provide a credit or refund the amount remaining to Buyer.
C. Pricing and Pricing Assumptions. Except as otherwise agreed in writing,the annual charge for each Renewal will be Thermo Fishers standard support plan rates in effect at the start of the
Renewal. All Support Plan pricing is based on the assumption that the Covered Equipment operates in accordance with product specifications as of the coverage start date;therefore,prior to the start of
each Term and Renewal.Seller reserves the right to verity and correct the condition of the Covered Equipment and Invoice Buyer at Sellers current billable rates for any Support Services deemed
reasonably necessary to bring the Covered Equipment into good operating condition.Notwithstanding the above,Seller agrees to waive its right to bill the Buyer for bringing the Covered Equipment into
good operatingcondi Ion if there is no lapse between the an date of the current Support Plan Term and the be of any Renewal.
D. Parts and Consumables:The Support Plan level defines when and if the cost of parts is included under the Support Plan.Notwithstanding the foregoing,the cost for parts that are consumed
In the normal and usual operation of the Covered Equipment Including,but not limited to,sample preparation and analysis,consumables,paper,Ink cartridges,ribbons,pens,lamps and/or date media
are not covered under any Support Plan.
E. Key Operator:Buyer will designate a key operator of Covered Equipment who can describe instrument malfunctions to Sellers service representatives by telephone and who is qualified to
perform simple adjustments and corrections to the Covered Equipment as requested by Sellers service representatives. Buyer's failure to designate a key operator or to perform or to have an authorized
representative perform the routine maintenance specified in the Covered Equipment's Instructions or Owners Manual may result,at Sellers option,In Buyer being Invoiced at Sellers standard Technical
Support rates to provide such non-covered services.
F. Equipment Modification:Seller reserves the right to make any changes in the design or construction of Seller's Products without Incurring any obligation to make any updates or changes
whatsoever in the Covered Equipment under the Support Plan.Buyer agrees to allow Seller,at its expense and option,to make retrofits or design changes which improve product reliability,but do not
change its performance characteristics. Any Buyer requests to modify or add devices or accessories to Covered Equipment that are not manufactured by Seller are outside the scope of the Support
pPlans and coverroed Support Services.G. t Plan Is to provide the Support
WARRANT rchasad S INCLUDING. BUT NOT er hereunder. R MAKES NO L LIMITED TO,OTHER WARRANT! 'S IMPLIED WARRANTIES rt Services Warranty:Sellers sole obligation under any rOOFSMERCCHA MERCHANT PROVIDED ABILITY FITNESS DER A FOR OR A PARTIICRULARA URPOSESANDRANY OTHERNOBL OBLIGATIMS ILL
ONS
LIABILITIES WHETHER IN CONTRACT,WARRANTY,NEGLIGENCE OR OTHERWISE.
H. Support Plan Exclusions:The following occurrences are not covered by any Support Plan purchased by Buyer from Seller under this Agreement:
(a1 Covered Equipment malfunctions caused by any of the following abnormal conditions;and if Sellerperforms Support Services as a result thereof,Seller well Invoice Buyer at Sellers standard
billable rates for service,travel or move,labor and parts:(I)Shipping damage incurred an route to Buyers site or any subsequent transport thereafter; (It) Force Majeure events,including for example,
floods,lightning,earthquake,tornado,hurricane or fire,6bombing,terrorism,armed conflict,malicious mischief,sabotage or other such natural or manmade disasters; (111)Physical abuse,misuse,
sprinkler damage,electrical surge or abnormal power variation; (iv)Repairs,maintenance,or modifications made by anyone other than Sellers trained personnel or without Sellers supervision and/or
approval;and(v) Relocation and reinstallation of Covered Equipment are not covered under the Support Plan;however, upon request Seller,will supervise the removing, crating,relocation and
reinstallation of its products at Sellers standard billable rates for service,travel or move,labor and parts.
(b) Maintenance or replacement of media(i.e.,floppy disks,printersupplies,etc.)whatever the reasonfor loss,failure or damage;
(a) Servicing of material or Instruments manufactured by anyone other than Seller,including third-party material or instruments purchased for engineering specials;
d) Beta-site support;
e)) Service calls made to train operators;and/or
f) Service calls made as a result of Buyer-Identified areas of responsibility,i.e.malfunctions related to Buyer's site conditions,utilities and/or facilities(power,water,temperature,humidity,
A Part of Thermo Fisher
S C I E N T I F I C
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Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
vibration,dust,eta)or site compulerldate network problems or Integrity.
I. Buyer Responslblllties:Buyer will give Seller's personnel reasonable access to the Covered Equipment whenever Support Service is required.Buyer will cooperate with Sellers personnel so
that Sup fort Services can be performed efficiently and without Interruption.Buyer will permit Seller to use of Buyers equipment,Including Covered Equipment,that Seller's personnel deem necessary to
perform he Support Services.Buyer is solely responsible for the procurement.Installatlon,maintenance and lees associated with all third party communication equipment and media as needed for the
performance of Support Service under the Support Plan Including but not limited to,telephone and equipment for remote transmission of data.
14. INSURANCE.For the Term of a Support Plan and/or for the provislon of on-site Services purchased hereunder,as applicable,Seller agrees to maintain and carry Ilablll Insurance In amounts
set forth below with Insurance companies rated B+or better by"BEST"rating services. Insurance Includes(a)commercial general liability insurance for a limit of US$2,000,20(two million)for each
occurrence and US$4,000,000(lour million)In the aggregate, b)Statutor workers'compensation and employers liability insurance for a limit of US$1,000,000(one million),(e)Automobile liability of
US32,000,000(Iwo million)and(d)Umbrella coverage of US$ 000,000(firve million). No Polley will Include a waiver of subrogation. Upon request from Buyer related to appliee Is Services,Seller will
provide to Buyer a certificate of insurance using the standard ACORD form to evidence the Insurance coverage required herein.
15. MEDICARE/MEDICAID REPORTING REQUIREMENTS. If Buyer is a reeiplent of Medieare/Medieaid funds,Buyer acknowledges that it has been Informed of and agrees to fully and accurately
account for,and report on its applicable cost report,the total value of any discount,rebate or other compensation paid hereunder in a way that complies with all applicable federal,state and local laws
and regulatlons which establish'Sale Harbor'for discounts. Buyer may make written request for additional information from Seller as needed to satisfy Buyers reporting requirements. Buyer
acknowledges that agreement to such reporting requirement was a condition precedent to Sellers agreement to provide Products and that Seller would not have entered into this Agreement had Buyer
not agreed to comely with such obligations.
1s. MISCELLANEOUS. (a)Buyer may not delegate any duties or assign any rights or claims hereunder without Sellers prior written 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.S.A.without reference to
its choice of law provisions. Each party hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts located In the County of Suffolk,Massachusetts U.S.A.for any action
arising out of or relating to this Agreement.Each parry hereby waives any other venue to which it may be entitled by domicile or otherwise. (c)In the event of any legal proceeding between the Seller and
nt Buyer relating to this Agreeme ,neither pa may claim the right to a trial by jury and both parties waive any right they may have under applicable law or otherwise to a right to a trial by jury.Any action
arising under Ihis Agreement must be brought within one(1)year from the date that the cause of aetlon arose. (d)In the event that any one or more provisions contained hereln shall be held by a court
of competent'urisdiction to be invalid,illegal or unenforceable In any respect,the validity,legality and enforceability of the remaining provisions contained herein shall remain in lull force and effect,
unless the revFslon materially changes the bargain. (a)Sellers fallure to enforce,or Sellers walver of a breach of,any provision contained herein shall not constitute a waiver of any other breach or of
such provision. (Q Unless otherwise expressly stated on the Product or in the documentation accompanying the Product,software and/or Services,they are not approved medical devices and are
Intended by Seller to be for"Research Use Only"as defined by the U.S.Food and Drug Administration regulations and is not to be used for any Illegal or unapproved regulatory purposes,Including
without limlltalion,In vitro diagnostic uses,ex vivo or In vivo therapeutic uses,or any type of consumption by or application to humans or animals. (g)Seller agrees not to knowingly disclose any
confidential Information or data obtained by It during the performance of Services when such Information or data is clearly identified in writing by Buyer as confidential.Buyer agrees that all pricing,
discounts and technical Information that Seller provides to Buyer are the confidential and proprietary information of Seller.The parties agree to keep such Information confidential and not disclose each
others confidential information to any third party for one(1)year hereafter,and to use such Information solely for Buyers internal purposes and In connection with the Products supplied hereunder.
Nothing herein shall restrict the use of information available to the general public.(h)Any notice or communication required or permitted hereunder must be In writing and shall be deemed received when
personally delivered,upon delivery by any internationally recognized carrier such as Federal Express or similar overnight delivery service,or three(3)business days after being sent by certified mail,
postage prepaid,to a party at the address specified herein or at such other address as either party may from time to time designate to the other.(1)Seller may,in Its sole discretion,provide(1)applicable
Product training to Buyer or its employees,or(li)samples of Products to Buyer for distribution to patients of Buyer. Buyer agrees to distribute any such samples to patients for patient use or,if not so
distributed,to return them to Seller. Buyer may not use the samples to provide care to patients and must not bill any patients or third party payers when Buyer dispenses the samples.(j)Seller hereby
rejects and disclaims any rights of Buyer contained,or obligations imposed upon Seller,in any document provided,referenced or otherwise submitted by Buyer,in each ease,that Seller has not
expressly included In this Agreement or a writing manually executed by Seller(includingg without limitation,any rights of Buyer In respect of designs,specifications,source code or Intellectual property,
owned,created,developed or licensed,by Seller;any rights to items or services not specifically identified in Sellers quotatlon;anyy audit rights or financial offset rights of Buyer;any penalties or liquidated
damages imposed upon Seller;any obligatlon by Seller to comply with Health Insurance Portability and Accountability Act of 199s(as amended),Current Good Manufacturing Practice regulatlons(as
amended),the requirements,as amended,of the Customs-Trade Partnership Against Terrorism or any code of conduct,quality program,information security program,background or drug screening
program or other guidelines,programs or policies,In each ease,promulgated or required by Buyer;airy obligation that Seller complyy with any law that,under law,would not otherwise appply to Seller In
respect of the Iransactlon(s)contemplated hereby;any right of Buyer to withhold all,or any portion,of the purchase price of any produds ar services provided hereunder for any period of Ome;any right
of Buyer,itself or through any third party,to remedlate any detects in,replace or re-perform,any products ar services provided hereunder at Seller's cost or expense;�ny-bligfi.n a of Seller to waive,or
require Its Insurers to waive,any rights of subrogation;any obligation of Seller that would Impair,restrict or prohibit Sellers ability to
Ireely conduct any business withany person or in any geography or
market;any early-pa men},or other,diseounY any obligation of Seller to maintain a supply of spares,or otherwise make any services available,for any partleular enod of timeanyrepreentatonwarrant'orther obligation of Seller to provide pricing comparable to or more favorablethan,the pricng that Sellerprovidetoothers;anyretriction of,orprohiition on,Seller's ability to modify,
change or discontinue any of its products,processes or services;or any waiver by Seller of any right to enforce any of the terms hereoQ.
BUYER SELLER
By: By:
Print Name: Print Name:
Print Title: _ Print Title:
Date: Date:
Initial here to in ca a uye s agreement to automatically apply the Terms and Con iBa ons o13`a)e for Products and Service to all future orders of Products and Services from Seller,whether or not
I�Agreement is refereneed-on-Sella,s quote or Buyers Purchase Orders,for (write#of pars)from later date of the parties'signature,or until either party provides written notice that this
Agreement Is terminated.
A Part ofThermoFisher
S C I E N T I F I C
Page 8 of 10
Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
f Emir ent Location-Summary
Material ! Serial no. Your Ref. Description
22181-60017 19060560 PROD DP CAP ISO-ISO+DGAS ICS6
Our record location: Actual location, if different:
CITY OF FORT WORTH
2600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
Your Service Contact:
CITY OF FORT WORTH
2600 SOUTH EAST aOOP 820
FORT WORTH TXUS
76140
Your Service Contact:
Material Serial no. Your Ref. Description
079656 19060476 AS-AP AutDsamipler
Our record location: Actual location if different:
CITY OF FORT WORTH
2600 SOUTH EAST dOOP 820
FORT WORTH TXUS
76140
Your Service Contact:
CITY OF FORT WORTH
2600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
Your Service Contact:
Material Serial no. Your Ref. Description
072041 19060778 Conductivity Cell
Our record location: Actual location if different:
CITY OF FORT WORTH
2600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
Your Service Contact:
CITY OF FORT WOR H
2600 SOUTH EAST LOOP 820
FORT WORTH TXUS
76140
Your Service Contact:
Please indicate changes as necessary and fax to:877-867-8945
F-
A F,eo►Thermo Fisher
S C I E N T I F I C
Page 9 of 10
Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
Material Serial no. Your Ref. Description
072041 19060781 Conductivity Cal
Our record location:I Actual location, if different:
CITY OF FORT WORTH
2600 SOUTH EAST LOOP 620
FORT WORTH TXUS
76140
Your Service Contact:
CITY OF FORT WORTH
2600 SOUTH EAST OOP 620
FORT WORTH TXUS
76140
Your Service Contact:
Material Serial no. Your Ref. Description
22161-60041 19060119 PROD,DC-6000 STD TEMPO VALVE
Our record location: Actual location.if different:
CITY OF FORT WORTH
2600 SOUTH EAST OOP 620
FORT WORTH TXUS
76140
Your Service Contact:
CITY OF FORT WORTH
2600 SOUTH EAST LOOP 620
FORT WORTH TXUS
76140
Your Service Contact:
Material Serial no. Your Ref. Descri tion
22161-60019 19060145 PROD,EG.DUAL,ISC6
Our record location: Actual location, if different:
CITY OF FORT WORTH
2600 SOUTH EAST LOOP 620 _
FORT WORTH TXUS
76140
Your Service Contact:
CITY OF FORT WORTH
2600 SOUTH EAST LOOP 620
FORT WORTH TXUS
76140
Your Service Contact:
Please indicate changes as necessary and fax to:677-667-6945
A Part of Thermo Fisher
S C I E N T I F I C
Page 10 of 10
EXHIBIT F
Thermo Electron North America LLC
1400 Northpoint Pkwy Ste 50
West Palm Beach, FL 33407-1976
CITY OF FORT WORTH
200 TEXAS STREET
FORT WORTH, TX 76102
Dear Customer,
This is to inform you that Max Wittig, Customer Service Administrator II, does have the authority to sign all documents
related to the City of Fort Worth Purchas Agreement, on behalf of Thermo Electron North America LLC.
Regards,
stP/�
Stephanie Glavan
Manager, Contract Administration
Unity Lab Services
Part of Thermo Fisher Scientific
Telephone: 720-458-3171
step hanie.glavan(cDthermofisher.com
www.unitylabservices.com
1 A Pan OfThernio Fisher
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