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HomeMy WebLinkAboutContract 59750CSC No. 59750 FORT WORTH. VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and BODE CELLMARK FORENSICS, INC. ("Vendor"), a Delaware C-Corporation owned by MLC Holdings and acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." 1. Scope of Services. City seeks to utilize an external DNA testing provider for the purpose of testing biological material in cold cases and active cases, reducing backlogs, and reducing turnaround times. ("Services"), which are set forth in more detail in Exhibit "A," attached hereto and incorporated herein for all purposes. 2. Term. The initial term of this Agreement is for One (1) year, beginning on the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier in accordance with this Agreement. City will 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 option(s) (each a "Renewal Term"). Compensation. 3.1 Total compensation under this Agreement will not exceed Eighty Thousand Dollars ($80,000.00). 3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and provisions of this Agreement, including Exhibit `B," which is attached hereto and incorporated herein for all purposes. The parties agree that the pricing listed on Exhibit `B" will be adjusted upon request during any Renewal Term using the Consumer Price Index for all Urban Consumers (CPI-U), Base Period 1982-1984 = 100 (the "CPI"), as the basis for cap on changes in fees. The CPI is published by the Bureau of Labor Statistics (the "BLS") of the U.S. Department of Labor. 3.3 Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 1 of 16 v.1.3 (August 27, 2021) 4. Termination. 4.1 Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City -provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subj ect to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. Vendor Services Agreement Page 2 of 16 v.1.3 (August 27, 2021) 6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, 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 Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Indeuendent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a co -employer or a joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, 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 VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS, AGENTS, REPREENTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. Vendor Services Agreement Page 3 of 16 v.1.3 (August 27, 2021) 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay will not apply if City modifies or misuses the software and/or documentation. So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor will have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City will have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City will have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor will fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses will not eliminate Vendor's duty to indemnify City 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, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it noninfringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and documentation with equally suitable, compatible, and functionally equivalent non -infringing software and documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. Vendor Services Agreement Page 4 of 16 v.1.3 (August 27, 2021) 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 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 will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will 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 Services are 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): ❑ Applicable ❑ N/A $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 must 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 must be submitted to City to evidence coverage. 10.2 General Reurrements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term Vendor Services Agreement Page 5 of 16 v.1.3 (August 27, 2021) City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the City in accordance with the notice provision of this Agreement. (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 City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will 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: Vendor Services Agreement Page 6 of 16 v.1.3 (August 27, 2021) To CITY: To VENDOR: City of Fort Worth BODE CELLMARK FORENSICS, INC. Attn: Assistant City Manager 200 Attn: Michael Cariola, CEO & President Texas Street 10430 Furnace Road, Suite 107 Fort Worth, TX 76102-6314 Lorton, VA 22079 Facsimile: (817) 392-8654 contracts(a,bodetech.com With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Emvlovees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force maj eure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the Vendor Services Agreement Page 7 of 16 v.1.3 (August 27, 2021) affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 13 of this Agreement. 20. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or Exhibits. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 24. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 25. Immigration Nationalitv Act. Vendor must verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 26. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever Vendor Services Agreement Page 8 of 16 v.1.3 (August 27, 2021) occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 27. Signature Authoritv. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 28. Change in Companv Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 29. No Bovcott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 30. Prohibition on Bovcotting Energv Companies. Vendor acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Vendor Services Agreement Page 9 of 16 v.1.3 (August 27, 2021) 31. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 32. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 33. Entirety of Agreement. This Agreement contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (signature page follows) Vendor Services Agreement Page 10 of 16 v.1.3 (August 27, 2021) IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. ACCEPTED AND AGREED: CITY OF FORT WORTH 7�c,.— By: Name: Fernando Costa Title: Assistant City Manager Date: Jul 11, 2023 APPROVAL RECOMMENDED: By: RobertRobert lle Jr. (Jul 11, 202313:11 CDT) Name: Robert A. Alldredge, Jr. Title: Executive Assistant Chief ATTEST: Name: Jannette Goodall Title: City Secretary .o�a�oupn �ORT�d Oo�.1 �o o :d pdp'F'�o , o'i`� Oann nEX 454q� BODE CELLMARK FORENSICS, INC. By: Name: Michael Cariola Title: CEO & President CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Loraine Coleman Title: Administrative Services Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Andrea Phillips Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: (None Required) Date Approved: Form 1295 Certification No.: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 11 of 16 v.1.3 (August 27, 2021) EXHIBIT A SCOPE OF SERVICES PURPOSE The Vendor will perform evidence examination, aerological testing, and/or DNA testing on forensic casework submitted by the Fort Worth Police Department Crime Laboratory. VENDOR LAB 1. Vendor must be accredited to ISO 17025 and supplemental requirements (e.g. AR 3125) by a recognized accrediting body (e.g. ANAB) and the Texas Forensic Science Commission. 2. Vendor must comply with the most current Federal Bureau of Investigation (FBI) Quality Assurance Standards for Forensic DNA Testing Laboratories. 3. Vendor shall comply with Texas licensure requirements. 4. Vendor shall comply with all federal and Texas laws. 5. Vendor shall comply with the Tarrant County District Attorney's Office or State of Texas disclosure policy (whichever is more stringent). 6. Vendor shall internally validate all technologies and methodologies. These validations shall be available for review upon request. 7. When using proprietary kits, Vendor shall follow the manufacturer's specifications. Any modifications to these specifications require prior written approval by the Fort Worth Police Department Crime Lab's Biology Unit Technical Leader (FW TL). 8. No enhanced detection methods shall be used without prior written approval from the FW TL. 9. Vendor shall maintain chain of custody and use a certified courier weekday service to receive and ship evidence during normal business hours. 10. Turnaround time requirements: sixty (60) calendar days for sexual assault kits. Sixty (60) calendar days for cases including a maximum of 3-5 questioned or known samples. Ninety (90) calendars for all other cases. 11. Vendor shall have capacity to accept up to five (5) rush cases from FWPD per month. Issuance of lab results after the requested rush due date will be invoiced at the standard contract rate. 12. Vendor will be subject to annual site visits and/or FBI Quality Assurance Standards (QAS) audits by FWPD or FBI personnel. Vendor shall participate in the FBI on -site visit program. 13. All work, case review, and reporting shall be performed by Vendor, not a 3' party. REQUISITE TECHNOLOGIES, METHODOLOGIES, AND LAB PROCESSES 1. Presumptive and confirmatory screening methods for blood and seminal fluid/semen. 2. Male screening of sexual assault kits (i.e. Y screening or a direct to DNA approach) is preferred in lieu of traditional serology. 3. DNA extraction (including differential extraction) a. Vendor must utilize a differential extraction procedure on samples which are positive for p30 or sperm cells. b. If a Y screening/direct to DNA approach is used for sexual assault kits, a differential extraction, when appropriate based on the case scenario, must be performed prior to proceeding to DNA testing. c. City prefers usage of the automated extraction methods, e.g. AutoMate Express or Qiagen EZ1. 4. Quantitation Vendor Services Agreement Page 12 of 16 v.1.3 (August 27, 2021) a. RT-PCR (City prefers usage of the AB 7500) using Quantifiler Trio or Quantiplex Pro. 5. For CODIS ownership reasons, amplification with GlobalFiler is required. The ability to also amplify with Yfiler is strongly preferred. If Yfiler is unavailable the Vendor will facilitate having eligible profiles entered into CODIS. 6. Capillary electrophoresis using the AB 3100 or 3500 Genetic Analyzer. 7. Data analysis using GeneMapper-ID X software 8. The Vendors policies must permit the consumption of evidence, if a) requested by the FWPD Crime Lab or b) upon recommendation by the Vendor and subsequent approval by the Fort Worth Technical Leader (FW TL) or his/her designee. 9. If possible inhibition is observed after quantitation, the Vendor must employ methods to overcome inhibition prior to STR and/or Y-STR amplification. 10. If a quantitation value is not determined and the CT is within the expected range per the Vendor's validation specifications, the Vendor must proceed with amplification. Alternatively, the Vendor may provide sufficient validation information that supports stopping after quantitation. 11. If possible inhibition is observed after STR and/or Y-STR amplification, the Vendor must employ methods to overcome inhibition and re -amplify. 12. Vendor shall retain all DNA extracts and reagent blank controls. The dilution tubes shall also be retained if sufficient extract remains for an additional amplification. The extracts, reagent blanks, and dilution tubes (if applicable) shall be dried down, packaged per case number, and returned to FWPD for long-term storage. A manifest describing the contacts shall be provided to FWPD by Vendor. 13. The Vendor must retain STR/Y-STR amplification product for a minimum of 6 months following issuance of the lab report. 14. The Vendor will have and follow a procedure for identifying possible contamination (at a minimum, comparison to an employee elimination database and comparison of samples simultaneously processed). 15. Before using probabilistic genotyping software, Vendor must obtain approval from FW TL. 16. Before using more than one technology (i.e. STR or Y-STR), Vendor must obtain approval from FW TL. 17. Before using only Y-STR testing, Vendor must obtain approval from FW TL. 18. Prior to the Vendor beginning work, Vendor must obtain approval from FW TL regarding Vendor's technical specifications. DOCUMENTATION REQUIREMENTS 1. Vendor must provide the FW TL with copies of all standard operating procedures, quality manual, and interpretation guidelines and demonstrate adherence to the FBI Quality Assurance Standards and SWGDAM recommendations. 2. All documentation provided by Vendor regarding single source and mixture interpretation (including genotype interpretations for profiles deemed suitable for comparison and statistical analysis) must be sufficiently understandable to reconstruct Vendor's interpretation. 3. Vendor's interpretation parameters and assumptions must be documented in the case file. 4. Vendor will submit invoices on a monthly basis and include a breakdown of costs per case, total cost per case, and the turnaround time for each reported case. Vendor Services Agreement Page 13 of 16 v.1.3 (August 27, 2021) TEAM QUALIFICATIONS 1. Substitutions of key personnel identified by the Vendor as part of the bid response will not occur without the prior approval by the FW TL. 2. To the extent required by Texas State law, Vendor's key personnel must be licensed by the Texas Forensic Science Commission. ELECTRONIC DOCUMENT REQUIREMENTS 1. Vendor will provide the following documents electronically for each case: a. Complete copy of the case file (see below for specifications) b. All electronic data (quantitation and amplification) c. Profile to facilitate CODIS entry 2. At a minimum, Vendor will ensure each case file contains the following: a. Vendor lab number b. FWPD lab number and offense number c. Lab reports for screening and/or DNA d. Chain of custody e. Evidence examination/screening worksheets f. Color photos (if applicable) g. Communication records (i.e. e-mails, phone logs) h. Extraction worksheets i. Quantitation worksheets j. Normalization documentation (if applicable) k. Amplification worksheets 1. Detection worksheets m. Electropherograms of all dye channels (regardless of whether or not the data was used in reporting) n. Labeled electropherograms indicating which profile was used for reporting o. Summary page of lab number, sample number, sample description, and quantitation value(s) p. Documentation of technical and administrative review q. Allele table of profiles used in reporting r. CODIS entry profile(s) s. Non-conformance and/or corrective action (if applicable) 3. FW will include a Vendor Submission Form with each case to document the items sent and nature of the request. Vendor Services Agreement Page 14 of 16 v.1.3 (August 27, 2021) EXHIBIT B PAYMENT SCHEDULE Line Description Qty Unit Unit Total Price 1 le Screening and DNA processing of sexual assault k 12 Each ` $1,975 $23,70 2 Serology only (nothing on the Item Is suitable for DNA testing 12 Each $450 $5,440 3 STR or Y-STR DNA testing cost per sample (including all appropriate controls), No aerological analysis Is required: A. Evidentiary sample (e.g, contact DNA, saliva) 12 Each $1,226 $14,70Q B. Sample requiring differential extraction 12 Each $1,450 $17,400 C. Reference (known) sample 12 Each $876 $10,501� 4 Serology on the Item and STR or Y-STR DNA testing cost per sample (Including all appropriate controls); A.Evldentlarysample (e,g.blood, seminal fluid) 12 Each $1,425 $17,100 R, Sample requiring differential extraction 12 Each $1,750 $21,00 STR or Y STR cost for testing a praviously extracted 1Z Each sample (with reagent blank) $1,070 $12,84 6 Discontinuing processing afterquantitation 12 Each $850 $10,201 7 Rush testing (STR orY-STR DNA testing) II- A,5-businassday turnaround time 12 Each $3,675 44,10 B. 10-business day turnaround time 12 Each 62,450 $29,400 C. 15-husinesa day turnaround time - 12 Each $2,144 $25,72 Total $232,0 5 Name: Michael Cartola Title: CEO/President Please see additional pricing attached. Signature: Date: 211312023 Line 1 pricing assumes a batch of at least 20 sexual assault kits submitted together at one time. Pricing is for the following workflow: single assailant male on female cases - Y-screen 3 samples and amp the single most probative and positive sample; all other scenarios . screen 5 samples and amp 3 most probabtivelposltive. If less than 20 kits are submitted, the Itemized pricing lines below will be applied per sample tested. Line 3 serology pricing assumes small items such as swabs or underwear. Large items to be charged at hourly rate - see attached pricing. Line 7 rush testing applies to I -Ines 2-6 Vendor Services Agreement Page 15 of 16 v.1.3 (August 27, 2021) Bode Cellmark Forensics, Inc. - Additional Pricing Catalan Number Productl9arvlce Descrietlon Unit of Measure Pricing Forensic Biology SaroloQical screaning for Iha presence of Wood, semen, sailva; orhairexamination 61.11 - ILaraslla'mhouilu(ba;obfh€bwh9ddlnp 10.4+lialfu)" IPerHour i $37 j "Hourly Charges 14 - Mjnimum two (2) hours DNA Analysts S PP. '1502 aTRhf STR HurnhrrRema�n :.:�PerSarr�le: $1'785'.I 503/ ff103 �u fR7Y STR MV%C E �tGr , - - P9t�gtOr I STRmix Analysis Per Semple $250 I311R03 STR- Reference RaOldDNA Tesllnq" PerSample (Bode X-traction 132-TXOO 1B'odoXTrantlonVK SGraeoing JPersamplo $1,085 J DNAIXKaTYale,,;= „- IPerSain"'Ie0 :Il is recommended that hair samples are aminimum of3om M length. ifa Wits t3cm, permission to consume Mil aMquestad. EnISTR Analysis IM11E01 ]All Evld6noe flame €Per.somple . --- 1 $ #,795 1 11111ttochondrial DNA (mtDNA) Sanger Sequencing {{T1 W Hurnanfternalns PerSemle 4,015. )7"t'l�tkl _,::.�Roftlrencelfsrrr'[6loodslr:lz[iccAl'ky7ab`only� .,.;;. .. ;,_. PerSaingle _ ;: _ ,; . I F ted DNA from Evidenc®(Reagent B ank.Cdntrol mamust. rT1T)(41 be Included Por. Sample le _ r Extracted D Atfrofil Reference (Rea�anl Blank Contrat must 0� EQ2 .: _ . bBiricludedl c PerSample . _ ....:$1,B115_ "NOTE., It is revoumunded that hair samples area minimum of 3cm In length. N e harrls a3cm, permission to consu..me wlrl be raquostod, Additional Services IE1"1COE'Q=Parlsgn,to;aRevtouslYX3eherAted:ANA-?roIlle TPar.haur $37.5. Noter Mtnlmum two (2) hour. 1E11WO1 On Site Flert Wttngss Testirnony.or Degositleh .)Per day plus travel a 0 $2 30 TE...:o IE11W03 IUldeo Testimony ).Per hour $376 1 Po f1[1W05 CaseHabdlfiiFee(No'.tesfitl =:°::`-;'::,: ,..,- IrGase'' !Forensic Genetic Genealogy Ext666tCe816;116-A (fpp: asgs.ffot€testedb Bdde Pgr4iassa; $0'J 0 DNA Exiractlon & Sample �4allty Vellficallony ', :: 4) Pet Sample $1 4p0 I 1�2tAy-!Ol$*� . -_ . b1lCfoaftaY $.NP:Toatin9 �isd SGPealilfr�- Sit191e :SOtlti3i� ..., �; Pgf,�emAle .,, .. _ z=, .:__ , ...:$2;4A0`,I IFZ0f35 Mlcroarray SNP Testing and Screenng- Mixtures Par S'4gle IFgOt A Genor[re'S.egGene(og a0d_Screening Mali,Per Samril& Genorne Sequencing and.$creening,Degraded and Skeletal G�2C1& Reinsins PerSample $94O0I d r Genome Sequencinq rid SCreenln[l MisluresT ry Rer Sample r $ I IF2(1 O� IFvrertslc G.gnoalogy. nvestl a ixi 015 hours- �et Ceae $3 960 I Ifs ..�, . IF9rpttsiG Gelre ilogy Invt{s igatLon �Hopyly) Per our z $$95i1 IF2©'Pai1 IPaanned Testing fBuccaP r' PerSample $045 J Ilf24fr IPIa'niredTesting.nGn 3UGcalsam�le " ` _. PerSample a$OSfl IF�Ot Confirmation TepfJng Per Sampls $128 3: r Included ($700;if FT,D.NA opIQeSI"�1Mften�e@dffd) Per Sampie prpyldI SNP profllei J�udetl ($700 t O2 t ig GEDmatch upload (when,needed) per Sample �•: provldln�jSNP 0S aflli:i) It fl tltk. - Y.;STfiSurnarne:Search ;Phase! Ex'istlhp Profile _PetS�rti(t10 I.Y-STR Surname Saamh .Phes�-HaplotypetEthnlcity IF20G00 Re art new Y-STR profile - Per Sample $050 f F.2.0�10 IY,�'1R u}garyjE. Searoh )lase 11 A81pdPae�earelt Per'SairiPle _ . $1:,445J IQ1.9c�0>k_ ICingofng Monitoring , , ' Par Case No.'Ghargel Vendor Services Agreement Page 16 of 16 v.1.3 (August 27, 2021)