HomeMy WebLinkAboutContract 62453CSC No. 62453
FORT WORTH
CITY OF FORT WORTH
SOLE SOURCE PURCHASE AGREEMENT
This Sole Source Purchase Agreement ("Agreement") is entered into by and between Agilent
Technologies, Inc. ("Seller"), a Delaware corporation, and the City of Fort Worth ("Buyer"), a
Texas home -rule municipal corporation, each individually referred to as a "party" and collectively
as the "parties."
The Sole Source Purchase Agreement includes the following documents:
I. This Sole Source Purchase Agreement;
2. Exhibit A: City of Fort Worth Standard Terms and Conditions;
3. Exhibit B: Conflict of Interest Questionnaire;
4. Exhibit C: Seller Contact Information;
5. Exhibit D: Verification of Signature Authority;
6. Exhibit E: Seller's Sole Source Justification Letter; and
6. Exhibit F: Seller's Quote
Exhibits A through F, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. If any provisions of the attached Exhibits conflict with the terms
herein, the terms in this Sole Source Purchase Agreement and in Exhibit A will control.
Buyer shall pay Seller in accordance with the fee schedule in Exhibit D and in accordance with
the provisions of this Agreement. Total annual payment made under this Agreement by Buyer
shall not exceed One Hundred and Twenty -Four Thousand Two Hundred and Fifty -Seven
Dollars and Fifty Cents. ($124,257.50). Seller shall not provide any additional items or services
or bill for expenses incurred for Buyer not specified by this Agreement unless Buyer requests and
approves in writing the additional costs for such services. Buyer shall not be liable for any
additional expenses of Seller not specified by this Agreement unless Buyer first approves such
expenses in writing.
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective party. Seller and Buyer have caused this Agreement to be
executed by their duly authorized representatives to be effective as of the date signed by the
Buyer's Assistant City Manager.
[SIGNATURE PAGE FOLLOWS]
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
BUYER
CITY OF FORT WORTH
By William Johnson (D c 16, 202415:35 CST)
Name: William Johnson
Title: Assistant City Manager
Date: Dec 16, 2024
APPROVAL RECOMMENDED:
By: RobertRobert Al' ldredge (Dec 11, 202415:29 CST)
Name: Robert A. Alldredge, Jr.
Title: Executive Assistant Chief
ATTEST: FaRr°°ca
p�0o oo. 0%09�d
P e o•10
A Oda n14�Ezai- �A
By:
Name: Jannette S. Goodall
Title: City Secretary
SELLER
AGILENT TECHNOLOGIES, INC.
By: IIA,].,,dXA 11 QP
Name: in say We
Title: Bids Response Specialist
Date: 11 /20/2024
2
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: X&Al�
Name: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND
LEGALITY:
By: xt� �2 A"7�/u�iw7uxa c�
Name: Amama Muhammad
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 24-1112
Date Approved: 12/10/2024
Form 1295 Certification No.: 2024-1237136
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit A
CITY OF FORT WORTH, TEXAS
STANDARD PURCHASING TERMS AND CONDITIONS
1. DEFINITION OF BUYER
"Buyer" means and includes 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. DEFINITION OF SELLER
"Seller" means and includes Agilent Technologies, Inc., its officers, agents, servants,
employees, vendors, subcontractors, or other providers of goods and/or services who act
on behalf of the entity under contract with the City of Fort Worth.
3. TERM
This Agreement shall begin on the date signed by the Buyer's Assistant City Manager
("Effective Date") and shall expire one (1) year from that date, unless terminated earlier in
accordance with this Agreement. 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 periods, (each a "Renewal Term").
4. PUBLIC INFORMATION
Buyer is a government entity under the laws of the State of Texas and all documents held
or maintained by Buyer may be subject to disclosure under the Texas Public Information
Act. In the event there is a request for information marked by Seller as Confidential or
Proprietary, Buyer shall promptly notify Seller. It will be the responsibility of Seller to
submit reasons objecting to disclosure to the Office of the Attorney General of the State of
Texas. 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 that this agreement may be released
in the event that it is requested.
5. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS
No officer or employee of Buyer may 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.
Any violation of this section with the knowledge, expressed or implied, of the person or
3
corporation contracting with the City Council shall render the contract voidable by the City
Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter).
6. ORDERS
6.1 No employees of the Buyer or its officers, agents, servants, vendors, or subvendors
who act on behalf of various Buyer 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. 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. 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. 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. DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed.
4
11. 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. 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. 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
block 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 or state or City sales tax in its invoices. The
Buyer shall furnish a tax exemption certificate upon Seller's request.
13.3 All payment terms shall be "Net 30 Days" unless otherwise agreed to in writing.
Before the first 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
Buyer's website.
14. 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 and 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 expenses. Such remedies are in addition to and not in lieu of
any other remedies which Buyer may have at law or in equity.
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 fee, or contingent fee, excepting employees of an established
5
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 fee, or contingent fee, or otherwise to recover
the full amount thereof.
15. 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. 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 the Notice to Parties Clause of this Agreement.
Failure to make such refund shall constitute breach and cause this contract to terminate
immediately.
17. 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.
18. 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 18 each
individually referred to as a "Deliverable" and collectively as the
11
"Deliverables") do not infringe upon or violate any patents, copyrights,
trademarks, service marks, trade secrets, or any intellectual property rights
or other third -party proprietary rights.
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, trademark,
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: (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 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
7
to SELLER by Buyer, subsequent to which termination Buyer may seek any
and all remedies available to Buyer under law.
18.4 The representations, warranties, and covenants of the parties contained in this
Agreement will survive the termination and/or expiration of this Agreement.
19. 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 ("Work Product"), shall 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 are not considered work(s) made for hire under applicable law, 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 or instrument of transfer, 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. 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 at law or in equity.
21. TERMINATION
21.1 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
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.
21.2 Non -Appropriation of Funds. In the event no funds or insufficient funds are
appropriated by the Fort Worth City Council 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.
E3
21.3 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. 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 Section. 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. 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, is in writing, and is signed by the aggrieved party.
24. MODIFICATIONS
This contract can be modified or rescinded only by a written agreement signed by both
parties.
25. 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
01
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 not defined herein but 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
as stated in the second paragraph on the first page of this Agreement.
26. 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. 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 respondeat 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. LIABILITY AND INDEMNIFICATION.
28.1 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 THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE, OR INTENTIONAL MISCONDUCT OF SELLER, ITS
OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES.
28.2 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 PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
SELLER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS,
10
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO
THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS,
MALFEASANCE, OR INTENTIONAL MISCONDUCT OF SELLER, ITS
OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES.
28.3 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, TRADEMARK, 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 PAYSHALL NOT APPLYIF 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 INANYAND 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 COND UCT 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: (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
11
BUYER'S USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C)
REPLACE THE SOFTWARE AND/OR DOCUMENTATION
WITHEQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY
EQUIVALENT NON -INFRINGING SOFTWARE AND/OR
DOCUMENTATIONAT 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 BYBUYER, SUBSEQUENT TO
WHICH TERMINATION BUYER MAY SEEK ANY AND ALL REMEDIES
AVAILABLE TO BUYER UNDER LAW.
29 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.
30 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.
31 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 or (2) received by the other party by United States
Mail, registered, return receipt requested, addressed as follows:
TO BUYER:
City of Fort Worth
Attn: Purchasing Manager
100 Fort Worth Trail
Fort Worth, TX 76102
With copy to Fort Worth City
Attorney's Office at same address
12
TO SELLER:
Agilent Technologies, Inc.
Attn: Lindsay Willett, Bids Response
Specialist
2850 Centerville Road
Wilmington, DE 19808-1610
32 NON-DISCRIMINATION
Seller, for itself, its personal representatives, assigns, subvendors, and successors in interest,
as part of the consideration herein given, 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.
33 IMMIGRATION AND 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 and 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.
34 HEALTH, SAFETY, AND ENVIRONMENTAL REOUIREMENTS
Services, products, materials, and supplies provided by the Seller must meet or exceed all
applicable health, safety, and environmental laws, requirements, and standards. In addition,
Seller agrees to obtain and pay, at its own expense, 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.
35 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
13
shall have access during normal working hours to all necessary 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.
36 DISABILITY
In accordance with the provisions of the Americans with Disabilities Act of 1990 (ADA),
Seller warrants that it 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.
37 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, whether 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. If the parties cannot agree to submit the matter to
non -binding mediation, or 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.
38 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 2271 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 of the contract.
To the extent the Chapter 2271 of the Government Code is applicable to this Agreement, by
14
signing this Agreement, 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 Agreement.
39 PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
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 2276 of the
Texas Government Code, the Buyer 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. To the
extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing
this Agreement, Seller certifies that Seller's signature provides written verification to
the Buyer that Seller: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of this Agreement.
40 PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES.
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 2274 of the
Texas Government Code, the Buyer 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. To the extent that Chapter 2274 of the Government Code is applicable to
this Agreement, by signing this Agreement, Seller certifies that Seller's signature provides
written verification to the Buyer that Seller: (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.
41 INSURANCE REOUIREMENTS
41.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
15
(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, or representatives in the course of providing services under
this Agreement. "Any vehicle" shall be any vehicle owned, hired,
and non -owned.
(c) Workers' 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
through 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 at least two (2) years following completion of
services provided. An annual certificate of insurance shall be
submitted to Buyer to evidence coverage.
41.2 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 with respect to the contracted
services.
(b) The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of Buyer.
16
(c) A minimum of thirty (30) days' notice of cancellation or reduction
in limits of coverage shall be provided to Buyer. At least ten (10)
days' notice shall be acceptable in the event of cancellation due to
non-payment of premium. Notice shall be sent to the Risk Manager,
Buyer of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas
76102, with copies to the Fort Worth City Attorney at the address
indicated above.
(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 Seller has obtained all
required insurance shall be delivered to the Buyer prior to Seller
proceeding with any work pursuant to this Agreement.
17
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 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 is enclosed with the submittal documents. The form is also
available at httDs://www.ethics.state.tx.us/data/forms/conflict/CIO.OdL
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, place Seller name in box # I and use "N/A" in each of
the areas on the form. However, a signature is required in box #4 in all cases.
18
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23. 84th Leg.. Regular Session.
FORM CIO
OFFICE USE ONLY
This questionnaire is being filed in accordancewith Chapter 176. Local Government Code, Date Receroed
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 date 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.
J Name of vendor who has a business relationship with local governmental entity.
Agilent Technologies, Inc.
21 ❑ 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.
41
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 176.001(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?
F] Yes F1 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?
F1Yes ElNo
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?
F1 Yes F1 No
D. Describe each employment or business and family relationship with the local government officer named in this section.
11 /20/2024
Sign ure of vendor d i g ness with the governn7e1tal entity Cate
19
Adopted 8/7+2015
Exhibit C
SELLER CONTACT INFORMATION
Seller's Name: Agilent Technologies, Inc.
Seller's Local Address: 2850 Centerville Road, Wilmington, DE 19808
Phone: (800) 227-9770 Fax: (302) 993-5941
Email: LSCAbids@agilent.com
Name of persons to contact when placing an order or invoice questions:
Name/Title Lindsay Willett, Bids Response Specialist
Phone: (302) 636-8357
Email: Iindsay.willett@agilent.com
Name/Title
Phone:
Email:
Name/Title
Phone:
Email:
Fax: (302) 993-5941
Fax:
Fax:
Lindsay Willett
Sig ature Printed Name
20
11 /20/2024
Date
Exhibit D
VERIFICATION OF SIGNATURE AUTHORITY
Agilent Technologies, Inc.
Attn: Lindsay Willett, Bids Response Specialist
2850 Centerville Road
Wilmington, DE 19808-1610
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Seller and to execute any agreement,
amendment, or change order on behalf of Seller. Such binding authority has been granted by proper
order, resolution, ordinance, or other authorization of Seller. Buyer is fully entitled to rely on the
warranty and representation set forth in this Form in entering into any agreement or amendment
with Seller. Seller will submit an updated Form within ten (10) business days if there are any
changes to the signatory authority. Buyer is entitled to rely on any current executed Form until it
receives a revised Form that has been properly executed by Seller.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
Signature of President/CEO/Managing Partner
Title:
21
Date
Agdent Technologies, Inc.
5301 Stevens Creek Blvd.
Santa Clara, CA 95051
Agilent Technologies
SIGNATURE AUTHORIZATION FOR BIDS, QUOTES,
CONTRACTS BID BONDS AND PERFORMANCE BONDS
RESOLVED: That, effective as of September 17, 2014, the Chief Financial Officer, Secretary and
Assistant Secretary, and each of them, is hereby empowered on behalf of the Company to sign bids,
quotations, leases and contracts with customers and government agencies, including such bids and
performance bonds as may be required in connection with such bids and contracts, and each is further
empowered to authorize employees of the Company to sign such bids, quotations, leases, contracts and
bid and performance bonds.
I, P. Diana Chiu, do hereby certify that I am the Vice President, Assistant General Counsel and
Assistant Secretary of Agilent Technologies, Inc., a Delaware corporation (the "Company"); that the
foregoing is a full, true and correct copy of the resolution adopted by the Board of Directors of the
Company on September 17, 2014; and that the resolution has not been annulled, rescinded, or revoked
and remains in full force and effect. 1, P. Diana Chiu pursuant to authority granted to me by the Board of
Directors of the Company, hereby authorize Lindsay Willett to sign bids, quotations, leases, contracts
and bid and performance bonds with government agencies, customers, suppliers and channel partners on
behalf of the Agilent Technologies, Inc. up to the amount of two million and five hundred thousand U.S.
dollars ($2,500,000).
IN WITNESS, WHEREOF, I have signed my name below.
Dated: May 1 , 2023
P. Diana Chiu
Vice President, Asst. Gen. Counsel &
Asst. Secretary
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of Santa Clara
On N` 41 I , 202 .' before me, Elisa Martinez — Notary Public (insert
name and title of the officer), personally appeared 1 • �4 VL" , who proved to
me on the basis of satisfactory evidence to be the person(sywhose name(s) is/are subscribed to
the within instrument and acknowledged to me th at A6/s h e/thK executed the same in
his/her/thiefr authorized capacity(ips). and that by hi'slherltheif signature(sl'on the instrument the
perso%a<or the entity upon behalf of which the person(s)' acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
Kot"ry Public - California
$an 1Nte0 County _
(Seal) [,,T M,$Si0n, "14111
*Hy Comm. Expires ►+sr 22, 2026
Exhibit E
SELLER'S SOLE SOURCE JUSTIFICATION LETTER
Agilent
September27, 2024
Ag&nt Tectriahgiee, Inc. 800 227 9770 telephurwe
2950 centeville ROW, MIS BM-1 302 993 57i I ML9n to
w1Minglort 6eIMMfe 19809 rtww.egibnt.aorn
Ag ieent Technologies. Inc- is the sole ea `_ er- e _ to :surer for all line its -:: a e 4493553
Agilent is also the ISO 9001-certified soy -,:a t_:r
for all Agilent hardware and software, parts,trair'r a = = a = _ =c c t. a = a - : _ -_ .= = a i-e and support
procedures. Only Agilent service representatives ae =_ _ : _ e a = _ _ _ _ _-::-y training and hold
factory authorization to perform service on Agile e a _ ipmc—n _..Agi ert d _ _ _ _ . _- if, .._ _ . _ _ or warrant any
individuals, third parties, or other equipment ma-:c;..=_: _urers outside Agile-c _ ._ _--,prized sa a oravider network
to provide service or support for any Agilent product. Services performed by providers who are not Agilentfactory-
a,uthorized could invalidate Agilent s warranties, and{or lead to irreparable damage, and/or cause safety hazards.
Please be advised of that authorization. Please contact Agilent if there is a question related to a particular
company's claim to be factory authorized or certified_
Below you will find items in support of Ag ilent's position as a sole sou rce provider for Agilent hardware and
software products:
• Agilent is the sole source of genuine component parts and replacement parts. Agilerr s global
service parts logistics network manages a $30M+ inventory of parts with greater than g6t6 on -time
service parts delivery performance.
• Agilent is the sole source for proprietary factory recommended software updates/upgrades,
engineering upgrades and maintenance procedures.
• Agilent is the sole source for factory authorized service from factory -trained and -certified
representatives. Only Agilent representatives and Agilent authorized service providers are able to
attend factory training, including update trainings, and to receive v-,going service notes in order to
remain certified and authorized. Fu rther, only factory -authorized representatives are backed by
Agilent s factory, engineering, and global product support infrastructure. Current, up-to-date factory
training records are available on demand from Agilent covering all specific Agilent instrument.
models listed on a bid or quotation.
• Any fontter Agilent employee forfeits factory authorization upon termination of Agilent employment_
• Agilent is the exclusive provider of Agilent Remote Advisor, the only platform capable of accessing
and monitoring built-in system intelligence from Agilent instruments to provide remote diagnostics
and detailed operational reports.
• Agilent is the sole source of Agilent Enterprise Edition qualification procedures and the Agilent
Compliance Engine software providing automated, metrology -based compliance testing,
documentation and reporting.
• Agilent is the sole contact for escalation to Agilent s factory for engineering expertise and, if deemed
necessary by Agilent replacement of an entire instrument at no cost while cowered by an Agilent
service agreement through the Agilent Service Guarantee.
Sincerely,
'1 f i 11
✓� +III
Ag ilent Tech nologies, Inc. Life Sciences Chemical Analysis
22
Exhibit F
SELLER'S QUOTE
Quotation Date: 31/10/24
•;• Agilent
Agdent Technologies, Inc.
2850 Centerville Rd
e
Wilmington DE 19808
U.S.A.
Quote No-
Quote Expiration Date:
Prepared For.,
0005043371
29/01/25
Elizabeth Van
Incoterms:
Payment Terms:
City of Fort Worth
Delivered duty paid
Net 30 Days
3616 E Lancaster Ave
FORT WORTH TX 76103-2506
Estimated Delivery (weeks):
8
Your Agilem Representative:
CarolStazo
CAROL S7AZMbAGILEN7.COM
To Place an Order.
Phone:1-800-227-9770 option 1
Fox:1-302-633-8953
email:Lscainstrumentsales@ag [lent com
websile-www.agilerrt.com/stare
ftem Product r and DescriptionPrice
Discount Amount i Net-
1 G3542A 1 EA
3136.00 9,040.80 21,095.20
8890 Mainframe INS Ready S/SL
With the following configuration
Ship -to Country - USA
Installation (44K)
Introduction (44L)
The following Special Discount has been applied: 30.0 %
2 G7077CA 1 EA
111,717-00 33,515.10 78,201.90
5977C Inert Plus MSD Turbo El Bundle
With the following configuration:
Shp -to Country - USA
Choose GC -MS for 8890GO (245)
Substitute Oil Free Pump (999) - Selected
HYDROINERT FOR INERT PLUS(011) - HYDROINERT FOR INERT PLUS(011)
011 - HYDROI NERT OPTION FOR 5977C INERT PLUS
220 -Add Chen ion DA w/ CS Fern
245 - GC/MSD Inertiolus El for 8890 GC
999 -Substitute IDP3Oil Free Scroll Pump
Installation (441
Introduction (44L)
1 Year SW Update/Phone Assist (44Wj
The following Special Discount has been applied: 30.0 %
3 G1041C 11
4,361.00 1,308.30 3,052.70
NIST MS Library Upgrade
The following Special Discount has been applied: 30.0 %
4 G4513A 1 EA
11,100.00 3,330.00 7,770.00
7693A Autoinjector Includes transfer turret, 16-sample turret, mounting post, parking post for 00.10ul syringe, and solvent battles.
Agilenl Technologies, Inr..
j
23
Agilent
With the following configuration:
Ship -to Country - USA
Installation (44K)
Introduction (44L)
The following Special Discount has been applied: 30.0 %
5 G4514A
7693 Tray, 150 veal includes three removable
With the following configuration:
Ship -to Country - USA
Installation (44K)
Introduction (44L)
The following Special Discount has been applied: 30.0
6 19199N
Install Kit for GCs w/Gas Purifiers
The following Special Discount has been applied: 30.0 %
Agilent Financial Solutions
Leasinq estimate is based on a total cost of 124,257.50 USD
1 FA 13,056.00
1 EA 2,855.00
Quotation Date: 31/10/24
3,916.80 9,139.20
856.50 1,998.50
Total List:
Total Discount:
Total Net (excl. Shipping and Taxes):
Total Shipping & Handling:
Total Net with Shipping and Handling:
Estimated Taxes:
Total Quote:
Fair Market Value
Lease (FMV 4,414 3.059 2,428 Z002
Lease)
Finance Lease
($1.00 Purchase 5,452 3,724 2,861 Z345
Option)
173,225.00 USD
51,967.50 USD
121.257.50 USD
3,000.00 USD
124,257.50 USD
0.00 USD
124,257.50 USD
Pleasenote: Payments are for Illustrative purposes only. Financing offers, payment amounts, and structures are subject to credit approval and acceptance
of contract terms. Terms and interest rates are subject to change based on the customers credit review. Financing is offered through an agreement
between Agilent Technologies, Inc. and Agilent preferred financing providers. Financing payments are based on the "Total Net Cost with Shipping and
Handling" (excludes applicable taxes) as identified on this equipment quote.
Fair Market Value Purchase Ootion (FMV Lease)
This Pay -for -Use model gives access to the equipment with a low monthly payment, and 11 provides you end of term options: extend the contract, purchase
for fair market value, or return/upgrade the financed equipment,
1 Purchase Option (Finance Lease)
,is is a Pay -to -Own option that results in equipment ownership once all monthly payments have been made. This is the go to plan if you expect to use the
equipment long term and own the equipment
Contact your Agileni Financial Specialist (financinaBsoilent.com) to learn more about our attractive payment options and how we can help you acquire
the latest innovations, while minimizing the upfront costs.
Financing and short-term payment solutions are available through Agilent Financial Solutions and our financing partners (subject to eligibility of Agilent
products and services). Visit us online at www.aailent_corn/enfechnoloov/aeilent-financial-solutions to learn why more and more labs are choosing these
flexible payment plans and identify which works best foryou.
Agilent Technologies, Inc.
24
2
Quotation Date: 31A 0/24
•;'s, Agilent
Product and Warranty:
Each Product receives a global warranty which includes the standard warranty forthe country of purchase Please review theterms of the global warranty and
Agilent's "Rights Due to Defects (Warranty)" terms and conditions on our website.
The warranty period for standard instruments is twelve (12) months from the date of acceptance. Ccnsumables are warranted for ninety (90) days from the date of
acceptance, Customer may receive a different warranty when the product is purchased as a part of a system. Selected Automation ccnsumables are warranted for
one hundred and eighty (188) days, selected Vacuum Products are warranted for twenty-four (24) months P€ease check with your Agilent Sales Represenlative for
details.
Terms and Conditions:
The sale of Agilent Products and Services referenced in this quotation is subject to the then current version of Agilents Terms of Sale, and any Supplemental Terms or
Occasional Reseller Terms of Sale or other applicable terms referenced herein. The sale of Microplates Products shall be subjectto Microplates Terms of Sale and
any Supplemental Terms or other appiicableterms referenced herein- The sale of Microplates Tooling Products shall be subject to Microplates Tooling Terms of Sale
and any Supplemental Terms or other applicable terms referenced herein. All of the above "Terms' as applicable. A copy cf the Terms is either attached orhas been
previously provided to you. Please contact us if you have not received a copy or require an additional copy. If you have a separate agreement in effect with Agilent
covering the sale of Products and Services referenced in this quotation, the terms of that agreement will take precedence for those Products and Services. Agilent
expressly objects to any different or additional terms in your purchase/sales order documentation, unless agreed to in writing by Agilent. Products and Services
availability dates are estimated at the time of the quotation. Actual delivery dates or delivery windows will be specified at the time Agilent acknowledges and accepts
your purchase order. The above condlions shall applyto the fullest extent permitted by the law. You may have other staturtory or legal rights available. Commodities,
technology or software exported from the United States of America ('U.S.') or from other exporting countries will be subject to the U.S. export Administration
Regulations and all exporting countries' export laws and regulations. Diversion contrary to U.S. law and the applicable export laws and regulations is prohibited.
Additional Information:
Agilent Payment Method: ACH Credit card accepted only atthe time of order placement. Agilent will charge 3% ofthe invoiced amount, when term invoices are paid
with a credit card
Agilent Technologies, Inc
25
M&C Review
Page 1 of 2
A CITY COUNCIL AGEND
Create New From This M&C
Official site of the City of Fort Worth, Texas
FORT WORTH
'*41v
REFERENCE **M&C 24- 35AGILENT TECHNOLOGIES
DATE: 12/10/2024 NO.: 1112 LOG NAME: GAS CHROMATOGRAPHY MASS
SPECTROMETER
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of Sole Source Agreement with Agilent Technologies, Inc. for a
Gas Chromatography Mass Spectrometer System in the Amount of $124,257.50 for the
Police Department with Four One -Year Renewal Options
I=10101 ,ILy,1=1►117_111111101ZI
It is recommended that the City Council authorize execution of a sole source agreement with Agilent
Technologies, Inc. for a Gas Chromatography Mass Spectrometer system in the amount of
$124,257.50 for the Police Department with four one-year renewal options.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to authorize execution of a sole
source agreement to purchase a new Agilent Technologies, Inc. Gas Chromatography Mass
Spectrometer (GCMS) for the Forensic Analysis Laboratory (Crime Lab).
The Crime Lab currently owns six GCMS systems, but one is not operational and has reached the end
of its expected 10-year life cycle. This purchase will replace that GCMS system.
The Crime Lab Chemistry Unit conducted analysis of over 4,800 items in 2023 and completed 1,375
cases for the Police Department Narcotics Unit.
The GCMS systems are used to analyze unknown substances to confirm the identity of street drugs
confiscated by patrol officers, undercover purchases, or other activities. The GCMS system confirms
for cocaine, methamphetamine, LSD, other controlled and non -controlled substances, and volatile
chemicals found at clandestine laboratories. Narcotic investigators need to know the confirmation of
unknown drugs as quickly as possible in order to file cases in a timely manner with the Court system.
Crime Lab analysts testify in courts of law with supporting documentation from GCMS analysis for
judicial proceedings.
Agilent Technologies, Inc. is the documented sole source ISO 9001 certified equipment manufacturer
of the GCMS 8890 configured with options and proprietary software used by the Crime Lab. The
GCMS will include a one-year warranty; estimated ongoing preventative maintenance costs for
subsequent years is approximately $16,000.00 annually.
DVIN-BE: The Police Department was approved for a Chapter 252 Exemption by the City Attorney's
Office for the purchase of Agilent Technologies, Inc. Gas Chromatography Mass Spectrometer.
Therefore, the business equity goal is not applicable.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERM: Upon City Council's approval, the term of the Agreement will become effective
upon City Secretary Contract execution and expire twelve (12) months after.
RENEWAL OPTIONS: The Agreement may be renewed for up to four (4) one-year renewal terms, at
the City's option. Renewals may be used for support maintenance after warranty expiration or
equipment replacement for other aging Agilent GCMS equipment. This action does not require
http://apps.cfwnet.org/council_packet/mc review.asp?ID=32818&councildate=12/10/2024 12/11/2024
M&C Review
Page 2 of 2
specific City Council approval provided that the City Council has appropriated sufficient funds to
satisfy the City's obligations during the renewal period.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budget, as previously
appropriated, in the CCPD Capital Projects Fund for FY24 PD Equipment Replacement project to
support the approval of the above recommendation and award of the contract. Prior to any
expenditure being incurred, the Police Department has the responsibility to validate the availability of
funds.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for Citv Manager's Office bv: William Johnson (5806)
Oriqinatinq Department Head: Neil Noakes (4212)
Additional Information Contact: Robert A Alldredge (4131)
ATTACHMENTS
35AGILENT TECHNOLOGIES GAS CHROMATOGRAPHY MASS SPECTROMETER funds
avall.docx (CFW Internal)
Agilent quote 5043371.pdf (Public)
Approved Business Eauitv Waiver 10-31-2024.gdf (CFW Internal)
Approved Chapter 252 10-30-2024 Agilent.pdf (Public)
FID Table Agilent GCMS.XLSX (CFW Internal)
Form 1295 2024-1237136.pdf (CFW Internal)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=32818&councildate=12/10/2024 12/11/2024