HomeMy WebLinkAboutContract 54216-A3DocuSign Envelope ID: AOA74749-AEDD-44CC-9D19-68B378708DCA
csc NO.54216-A3
THIRD AMENDMENT TO
CITY OF FORT WORTH COOPERATIVE PURCHASE CONTRACT NO. 54216
This Amendment is entered into by and between the City of Fort Worth (hereafter
"City"), a home rule municipal corporation organized under the laws of the State of Texas, with
its principal place of business at 200 Texas St, Fort Worth, Texas, and Waters Technologies
Corporation (hereafter "Vendor"), City and Vendor may be referred to individually as a Party
and collectively as the Parties.
WHEREAS, On July 29, 2020, as authorized by M&C 20-0419, the Parties entered into
City of Fort Worth Cooperative Purchase Contract 54216 to purchase liquid chromatography mass
spectrometer and maintenance services ("Agreement" or Coop Purchase"), reflecting an amount to
be paid to the Vendor of $181,819.85; and
WHEREAS, On November 16, 2020, the Parties amended the Agreement with Amendment
1 to modify the amount to be paid to the vendor to $192,843.35, and provide updated Schedules;
and
WHEREAS, On September 14, 2021, as authorized by M&C 21-0656, the Parties amended
the Agreement with Amendment 2 to authorize the purchase of a second liquid chromatography
mass spectrometer instrument from Waters Technologies Corporation in the amount of
$134,880.62, increasing the total compensation to be paid to Vendor to $316,700.47, and provide
updated Schedules; and
WHEREAS, the parties wish to amend the agreement a third time to increase the
compensation amount to the full amount authorized by the above -referenced M&Cs due to a
price increase and for future purchases.
NOW, THEREFORE, the Parties, acting herein though their duly authorized
representatives, hereby agree as follows:
1. The fourth paragraph on the first page of the Agreement is hereby deleted and
replaced as follows:
"The maximum amount to be paid to the vendor for all services and goods purchased
hereunder shall not exceed Three Hundred Fifty -Three Thousand, One -Hundred Five
Dollars and 47/100 ($353,105.47).
2. Schedule C shall be deleted and replaced with the Schedule C included herein.
Amendment No. 3 to CSC No. 54216
Page 1 of 7
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: AOA74749-AEDD-44CC-9D19-68B378708DCA
3. All other provisions of the Agreement which are not expressly amended here shall
remain in full force and effect. Any capitalized term not otherwise defined within
this Amendment 3 shall have the same meaning ascribed to the same capitalized term
as set forth in the Agreement.
[SIGNATURE PAGE FOLLOWS]
Amendment No. 3 to CSC No. 54216
Page 2 of 7
DocuSign Envelope ID: AOA74749-AEDD-44CC-9D19-68B378708DCA
Executed on the day signed by the Assistant City Manager
ACCEPTED AND AGREED:
CITY OF FORT WORTH
Y�C—
By:
Name: Fernando Costa
Title: Assistant City Manager
Date: J U t 12, 2023
APPROVAL RECOMMENDED:
BY: Robe-tMen A dredge Jr. (Jul 12, 202312:33 CDT)
Name: Robert A. Alldredge Jr.
Title: Executive Assistant Chief
ATTEST:
By:
Name: Jannette Goodall
Title: City Secretary
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: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 21-0656
Date Approved: 9/14/21
Form 1295 Certification No.: N/A
WATERS TECHNOLOGIES CORPORATION
DocuSigned by:
By: L.
0
Na . Ysiiza
Title: VP Americas Field Operations
Date: 16-Jun-2023
Amendment No. 3 to CSC No. 54216
Page 3 of 7
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: AOA74749-AEDD-44CC-9D19-68B378708DCA
Schedule C
Waters Quotation 23278801
Waters
THE SCIENCE OF WHAT'S POSSIBLE®
Veronica Garcia
City of Fort Worth Police Dept
Forensic Lab
3616 E Lancaster Ave
Fort Worth TX 76103-2506
Telephone (817) 392-4218
Email veronica.garcia@fortworthtexas.gov
Sales Proposal
Please reference this Quotation when Purchase Order is issued
Quotation No: 23278801 -Expiration Date: 07/06/2023
Dear Veronica Garcia,
Thank you for your interest in Waters! Please find the enclosed Sales Quotation for the
products you inquired about. We look forward to working with you and your team for all of your
laboratory needs.
To place an order for products on this quotation, there are two options:
- For digital eQuotes that have been generated via waters.com, please go to
waters.com/myaccount/quote history, choose quote, and click "Place Order" button. If a hard
copy purchase order is required for the order, it can be attached digitally as part of the checkout
on waters.com. This is the best option for eQuotes, as your Order and eQuotes will be accessible
via waters.com for future reference
- For all other quotes, please contact Waters Customer Service at 800 252 4752 Ext 8365.
Orders placed by hard copy purchase order may be sent via email to
Customerservice@waters.com. Please be sure to reference the Quote No. on your Purchase
Order.
If you have any questions regarding this quotation, please contact your local Account
Representative: Guy Boisvert. Guy may be reached by telephone at 800 252 4752 , or via email
at Guy_Boisvert@Waters.com.
Waters Sales Support
Tel: 800 252 4752
Email: customerservice@waters.com
Waters Technologies Corporation dba Waters Corporation, 34 Maple St, Milford MA 01757 800 252 4752
This quotation is expressly conditioned upon, and subject to all terms and conditions set forth within
Page: 1 / 4
Amendment No. 3 to CSC No. 54216
Page 4 of 7
DocuSign Envelope ID: AOA74749-AEDD-44CC-9D19-68B378708DCA
Waters Account : City of Fort Worth Police Dept
Quotation number : 23278801
THE SCIENCE OF WHAT'S POSSIBLE® Creation date : 04/21/2023
Expiration date : 07/06/2023
Sales Proposal
Please reference this Quotation when Purchase Order is issued
Did you know you can generate a quote on-line? Register today:
hops://www.waters.com/nextgen/us/en/account/create-account.html
Item Product# Qty Description
Unit Price Discount Net Price
1 176003167 2 CORTECS CIS+ Column, 90A, 1.6 pm,
2,680.00 - 616.40
2.1 mm X 50 mm, 3/pk
* Industrial Funding Fee *
15.60 4,158.39
2 186000307C 80 LCGC Certified Clear Glass 12 x 32 mm
71.00 - 16.33
Screw Neck Vial, with Cap and Preslit
PTFE/Silicone Septum, 2 mL Volume,
100/pk
* Industrial Funding Fee *
0.41 4,406.65
Total Quotation in USD 8,565.04
(Excludes Taxes & Shipping)
Waters Standard Terms and Conditions
Delivery: 1-5 days ARO
Freight Terms: FOB Destination
Payment Terms: NET 30 DAYS
Payment Terms Subject to Credit Review
Waters Technologies Corporation dba Waters Corporation, 34 Maple St, Milford MA 01757 800 252 4752
This quotation is expressly conditioned upon, and subject to all terms and conditions set forth within
Page: 2 / 4
Amendment No. 3 to CSC No. 54216
Page 5 of 7
DocuSign Envelope ID: AOA74749-AEDD-44CC-9D19-68B378708DCA
Waters
THE SCIENCE OF WHAT'S POSSIBLE
Account : City of Fort Worth Police Dept
Quotation number : 23278801
Creation date : 04/21/2023
Expiration date : 07/06/2023
Sales Proposal
Please reference this Quotation when Purchase Order is issued
Waters General Sales Terms and Conditions
THIS TRANSACTION IS EXPRESSLY CONDITIONED UPON AND SUBJECTTO ALL OF THE FOLLOWING TERMS AND CONDITIONS:
1. Acceptance - Buyer's acceptance of the offer to purchase the products and/or services set forth on the front page made by Waters Technologies
Corporation d/b/a Waters Corporation (Waters) of this quotation shall create a contract subject to and expressly limited by the terms and conditions
contained on this form. Acceptance of this quotation may only be made on the exact terms and conditions set forth on this quotation; if additional or
different terms are proposed by Buyer, such additional or different terms shall not become a part of the contract formed by Buyer's acceptance of the
quotation. Receipt of the products sold hereunder or commencement of the services provided hereunder shall be deemed acceptance of the terms and
conditions of this quotation.
2. Taxes and Payment - Any tax, duty, custom or other fee of any nature imposed upon this transaction by any federal, state or local governmental
authority shall be paid by Buyer in addition to the price quoted. In the event Waters is required to prepay any such tax or fee, Buyer will reimburse
Waters. Payment terms shall be net thirty (30) days after shipment and are subject to credit approva . n interest charge equal to 1 1/2 % per month
(18% per year) will be added to quotations outstanding beyond 30 days after shipment. In addition Waters reserves the right, in its sole discretion, to
require C.O.D. payment terms from any Buyer. Waters may also refuse to sell to any person until al(prior overdue accounts are paid in full.
3. Delivery and Shipment - Delivery terms shall be F.O.B. Waters shipping point; identification of the products shall occur when they leave Waters
shipping point at which time title and risk of loss shall pass to Buyer. All shipment costs shall be paid by Buyer and if prepaid by Waters the amount
thereof shall be reimbursed to Waters. Waters will make reasonable commercial efforts to ship the products or provide the services hereunder in
accordance with the delivery date set forth on the reverse side hereof provided, that Waters accepts no liability for any losses or for general, indirect
special or consequential damages arising out of delays in delivery. the p y pp 4. Warranty.- The products and/or services shall be covered byHETHERPEXPRE EXPRESS IMPLIED, IS MADE WITH RESPECT TOTHEed with the PRODUCTS AND/OR
roducts
and/or servces or upon request. NO OTHER WARRANTY, W
SERVICES. WATERS EXPRESSLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Any
model or sample furnished to the Buyer is merely illustrative of the general types and quality of goods and does not represent that the products will
conform to the model or sample. Buyer's remedies under Waters warranty shall be limited to repair or replacement of the product or component which
failed to conform to Waters applicable standard warranty. WATERS SHALL NOT BE LIABLE FOR CONSEpUENTIAL, INCIDENTAL, SPECIAL OR ANY OTHER
INDIRECT DAMAGES RESULTING FROM ECONOMIC LOSS OR PROPERTY DAMAGE SUSTAINED BY $UYER FROM THE USE OF ITS PRODUCTS OR
SERVICES.
5. Returned Goods - Waters may, in its sole discretion, authorizeproduct returns in appropriate circumstances, subject to such conditions as Waters
may specify. Any such return shall be subject to the express prior authorization of Waters and payment by Buyer of a restocking charge. No returns
will be authorized after one hundred twenty (120) days following shipment to Buyer.
6. Technical Advice - Waters may, at Buyers request furnish technical assistance, advice and information with respect to the products if and to the
extent that such advice, assistance and information is conveniently available. It is expressly agreed that there is no obligation to provide such
information, which is provided without charge at the Buyer's risk, and which is PROVIDED WITHOUT WARRANTY OF ANY KIND AND IS SUBJECT TO THE
WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY SET FORTH IN PARAGRAPH 4.
7. Waters Right of Possession, etc. - Buyer hereby grants Waters a purchase money security interest in the goods offered by this quotation to secure
the due and punctual payment of the purchase price specified in this quotation. In the event of default by Buyer in any payment due Waters, Waters
shall have the right, in addition to any other remedies it may have at law or in equity, to withhold shipment to recall goods in transit and retake the
same, to repossess any goods which may be stored with Waters for Buyer's account without the necessity of Waters initiating any other proceedings.
In addition, Waters shall have all of the rights and remedies of a secured party under the Massachusetts Uniform Commercial Code and may exercise all
such rights and remedies in accordance therewith. Buyer shall execute such documents as Waters may request to effectuate the foregoing security
interest.
8. Agents, etc. - No agent, employee or other representative has the right to modify or expand Waters standard warranty applicable to the products
and/or services or to make any representations as to the products other than those set forth in the applicable user or operator's guide delivered with
the products, and any such affirmation representation or warranty, if made, should not be relied upon by Buyer and shall not form a part of contract
between Waters and Buyer for the purchase of the products or services.
9. Fair Labor Standards - The products or services provided hereunder were produced and/or performed in compliance with the requirements of all
sections of the Fair Labor Standards Act of 1938 as amended.
10. Equal Employment - Waters is an Equal Opportunity Employer. It does not discriminate in any phase of the employment process against any person
because of race, color, creed, religion, national origin, sex, age, veteran or handicapped status.
11. Modifications, Waiver, Termination - The contract formed by Buyer's acceptance of this quotation may be modified and any breach thereunder may
be waived only by a written and signed document by the party against whom enforcement thereof is sought.
12. Governing Law - The contract formed by Buyer's acceptance of this quotation shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts, U.S.A.
13. Compliance with Laws - Buyer shall at all times comply with all applicable federal, state and local laws and regulations, including, without limitation,
the provisions of the United States Export Control Laws as may be in effect for any of the products or services, and, if products or services hereunder
are used in clinical applications, all applicable rules and regulations of the United States Food andDrug Administration and/or other domestic or
international agencies with respect to the application of, as the case may be, Good Clinical Practices ("GCP'), Good Laboratory Practices ("GLP') or good
Manufacturing Practices 'GMP').
14. Additional Terms an Conditions - This quotation is also subject to any Waters Special Terms and Conditions applicable to the products or services
offered by this quotation, which appear on the front of this quotation. Any variance from the terms and conditions of this quotation in any order or
other written notification from Buyer will be of no effect. Should Buyer order products or services through a Waters office located outside of the United
States, the terms and conditions of the quotation issued by the office outside of the United States shall govern such order.
15. Arbitration - Any and all disputes or controversies arising in connection with the contract formed by Buyer's acceptance of this quotation or the sale
of products and/or performance of the services shall be resolved by final and binding arbitration in Boston, Massachusetts under the rules of the
American Arbitration Association then obtaining. The arbitrators shall have no power to add to, subtract from or modify any of these terms or conditions
of this contract. Any award rendered in such arbitration may be enforced by either party in either the courts of the Commonwealth of Massachusetts or
in the United States District Court for the District of Massachusetts, to whose jurisdiction for such purposes Waters and Buyer each hereby irrevocably
consents and submits.
16. Software - To the extent there is any software included with the products, the software is being licensed, not sold and all rights, title and interest
therein shall remain with Waters. Use of the software shall be in accordance with the applicable software license delivered with the products. U.S.
Government Restricted Rights - RESTRICTED RIGHTS LEGEND. Use, duplication or disclosure by the Government is subject to restrictions as set forth
in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of
the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19, as applicable.
17. Force Majeure - Waters shall have no liability for failure toperform, or delay in performance, in the delivery of any and all equipment manufactured
or sold by Waters including instruments, supplies, components, systems, chemistry, accessories, replacement spare parts, or any and all services
provided by Waters, caused by circumstances beyond its reasonable control including, but not limited to, acts of God acts of nature floods, fire,
explosions, war or military mobilization, United States governmental action or inaction, request of governmental authority, delays of any kind in
transportation or inability to obtain material or equipment, acts of other governments, strikes, or labor disturbances.
18. Diagnostic Products - Buyer acknowledges and agrees that only those products which are labeled and identified as in vitro diagnostic ("IVD'I
Waters Technologies Corporation dba Waters Corporation, 34 Maple St, Milford MA 01757 800 252 4752
This quotation is expressly conditioned upon, and subject to all terms and conditions set forth within
Page: 3 / 4
Amendment No. 3 to CSC No. 54216
Page 6 of 7
DocuSign Envelope ID: AOA74749-AEDD-44CC-9D19-68B378708DCA
Waters
THE SCIENCE OF WHAT'S POSSIBLE®
Account : City of Fort Worth Police Dept
Quotation number : 23278801
Creation date : 04/21/2023
Expiration date : 07/06/2023
Sales Proposal
Please reference this Quotation when Purchase Order is issued
Waters General Sales Terms and Conditions
devices are intended to be used for IVD purposes. Buyer acknowledges and agrees that any products that are not labeled and identified as IVDs are
general laboratory products intended for research and other general scientific uses and are not for use in IVD procedures.
19.Software as a Service (SaaS) - Notwithstanding any other term of this quotation to the contrary, all purchases of and access to Waters' SaaS
offerings contained within this quotation are governed solely by the terms and conditions of the Software as a Service (SaaS) Agreement located at:
https://waters. policytech.com/d otNet/documents/?d ocid =1178&public=true.
The terms and conditions of the Software as a Service (SaaS) Agreement are hereby incorporated into this quotation by reference. No other terms or
conditions (including, without limitation, the other Waters General Sales Terms and Conditions in this quotation above, any terms in Buyer's purchase
order, nor any license agreement) will apply to your order of Waters' SaaS offerings, unless expressly stated otherwise in the Software as a Service
(SaaS) Agreement. By issuing a purchase order in response to this quotation or otherwise receiving, accessing, or using any of Waters' SaaS offerings,
you confirm acceptance of the Software as a Service (SaaS) Agreement as the exclusive document governing your access and use of the Waters SaaS
offering and the parties' relationship with regard to the same without modification. Additional or different terms contained in Buyer's purchase order,
any other Buyer document, or Waters' invoice will not be binding on the parties, are void and of no force or effect, and the parties hereby reject such
additional or different terms. These conditions form part of the contract to the exclusion of all other terms and and
(including any terms or
conditions which Buyer purports to ap ly under any purchase order, confirmation of order, specification or other document) unless expressly stated
otherwise in the Software as a Service SaaS) Agreement.
Waters Technologies Corporation dba Waters Corporation, 34 Maple St, Milford MA 01757 800 252 4752
This quotation is expressly conditioned upon, and subject to all terms and conditions set forth within
Page: 4 / 4
Amendment No. 3 to CSC No. 54216
Page 7 of 7