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Home My WebLink AboutContract 63023CSC No. 63023 FORT WORTH CITY OF FORT WORTH SOLE SOURCE PURCHASE AGREEMENT This Sole Source Purchase Agreement ("Agreement") is entered into by and between Life Technologies Corporation ("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 Two Hundred Thousand Dollars and Zero Cents. ($200,000.00). 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] 1 BUYER CITY OF FORT WORTH By: Wi Riam Johnson (Nfir26,202511:57 CDT) Name: William Johnson Title: Assistant City Manager Date: Mar26,2025 APPROVAL RECOMMENDED: By: RobertRobert Alar25,202516:02 CDT) Name: Robert A. Alldredge, Jr. Title: Executive Assistant Chief ATTEST: By: Name: Jannette S. Goodall Title: City Secretary SELLER LIFE TECHNOLOGIES CORPORATION %mow 917w r By: Melissa LoStracco (Mar 19, 202515:59 EDT) Name: Melissa LoStracco Title: Director, Human Identification, North America Date: Mar 19, 2025 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: xdfta� Name: Loraine Coleman Title: Administrative Services Manager APPROVED AS TO FORM AND LEGALITY: .A�.rt�.� 74'luiv�J�ruraac� By: Name: Amarna Muhammad Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 24-0847 Date Approved: 9/17/2024 Form 1295 Certification No.: N/A 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 Life Technologies Corporation, 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 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 ("Initial Term"). Buyer 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"). 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 3 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 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 Buyer's acceptance of an order and delivery from 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, and/or non-payment. 7. SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice. Seller will use reasonable efforts to ensure each shipping container is 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 pass to Buyer once the goods are delivered at the original terminal shipping point. 10. DELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F.C.A. Shipping Point. 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 for a period of thirty (30) days 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 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 commercial or selling agency that 5 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. WARRANTY OF SERVICES Seller's standard manufacturer warranties for products shall apply. Furthermore, Seller warrants that its products will be of a high quality and conform to generally accepted prevailing standards in the industry. Buyer must give written notice of any breach of this warranty within ninety (90) days from the date that the goods are accepted. In such event, at Seller's option, Seller shall either (a) use commercially reasonable efforts to provide goods that conforms with the warranty, or (b) refund the fees paid by Buyer to Seller for the nonconforming goods. 16. SAFETY WARRANTY If applicable, 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 applicable OSHA standards, Buyer may return the product for correction or replacement at Seller's expense. 17. TERMINATION 17.1 Written Notice. Buyer or Seller may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. In the event of termination for Seller's breach of any of the terms herein, including warranties of Seller, Buyer will allow Seller a reasonable time to cure. Such right of termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein. 17.2 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. 17.3 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 shipped 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. If applicable, Seller shall provide Buyer with copies of all completed or partially A 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. 18. ASSIGNMENT / DELEGATION Seller shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of Buyer, which shall not be unreasonably withheld. Transferring the Seller's duties, obligations or rights to an affiliate or parent company shall not be considered assignment for the purposes of this Agreement. If Buyer grants consent to an assignment, the assignee shall execute a written agreement with Buyer and Seller under which the assignee agrees to be bound by the duties and obligations of Seller under this Agreement. Seller and Assignee shall be jointly liable for all obligations of Seller under this Agreement prior to the effective date of the assignment. Notwithstanding the foregoing, Seller shall be permitted to assign its rights and delegate its obligations under this Agreement, in whole or in part, to a successor in interest to all or substantially all of the Supplier's assets or business to which this Agreement relates, with the prior consent of Buyer; provided, that Buyer's consent shall not be unreasonably withheld. 19. 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 parry. 20. MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 21. THE AGREEMENT In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions together with any attachments and exhibits. This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a course of performance under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term not defined herein but defined by the Uniform Commercial Code (UCC) is used in this Agreement, the definition contained in the UCC shall control. 7 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. 22. 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. 23. 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. 24. LIABILITY AND INDEMNIFICATION. 24.1 LIABILITY - SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL TANGIBLE PROPERTYLOSS, TANGIBLE PROPERTYDAMAGE 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 ACTS) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. 24.2 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 FINALLY ADJUDICATED OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR TANGIBLE PROPERTY DAMAGE AND ANY RESULTING PERSONAL INJURY, INCL UDING DEATH, TO ANYAND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CA USED BY THE GROSSLYNEGLIGENT ACTS OR INTENTIONAL ACTS OR OMISSIONS OR MALFEASANCEOF SELLER, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. T 24.3 TO THE EXTENT THE AGREEMENT, INANY WAY, REQUIRES THE CITY TO INDEMNIFY OR HOLD VENDOR OR ANY THIRD PARTIES HARMLESS FROM DAMAGES OFANY KIND OR CHARACTER, CITY OBJECTS TO THESE TERMS AND ANY SUCH TERMS ARE HEREB Y DELE TED FROM THE AGREEMENT AND SHALL HAVE NO FORCE OR EFFECT. 24.4 TO THE MAXIMUMEXTENT PERMITTED BYAPPLICABLE LAW, INNO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, REGARDLESS OF HOW CAUSED, AND REGARDLESS OF WHETHER SUCH PARTY WAS NOTIFIED OF THE POSSIBILITY THEREOF. 25. 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. 26. 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. Buyer will pay for all goods supplied by Seller up to the date the termination comes into effect. 27. 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 9 TO SELLER: Life Technologies Corporation Attn: Jason Garner, Sr. Acct Mgr 5781 Van Allen Way Carlsbad, CA 92008 With copy to Fort Worth City Phone: 412-484-8197 Attorney's Office at same address 28. 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. 29. 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. 30. 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. 31. RIGHT TO AUDIT Seller agrees that Buyer shall, until the expiration of three (3) years after final payment under 10 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. Buyer will provide Seller with thirty (30) days' prior notice of any audit, which shall not occur more than once per year. Seller agrees that Buyer 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. 32. DISABILITY To the extent applicable, 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. 33. DISPUTE RESOLUTION If either Buyer or Seller has any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, 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 arbitration upon written consent of the authorized representatives of each party. Upon mutual consent, non -binding arbitration shall occur in Tarrant County, Texas, United States of America before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures in place at the time of the filing of the arbitration demand. In the event arbitration is unsuccessful, either party shall have the right to exercise any and all remedies available under law regarding the dispute. 34. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL 11 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 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. 35. 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. 36. 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. 37. INSURANCE REOUIREMENTS 12 41.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Seller, its employees, agents, 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 maintained for the duration of the contractual agreement and for at least two (2) years following completion of services provided. Upon request, 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 include Buyer as an additional insured thereon, as its interests 13 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. However, in no event shall this waiver extend to the gross negligence or willful misconduct of Buyer. (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, 200 Texas Street, 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 authorized 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. 14 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 https://www.ethics.state.tx.us/data/forms/conflict/CIo.l)df. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of a Conflict of Interest in any business relationship that you might have with the Buyer, 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. 15 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. This questionnaire is being filed in accordancewith Chapter 176, Local Govemment Code, by a vendorwho has abusiness relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.0136(a). By I aw this questionnaire must bet! led with th a reco rd s admi n istrator 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 Govemment Code. An offense undorthis section is a misdemeanor. J Name of vendorwho has a business relatlonshlpwlth local governmental entity. Life Technologies Corporation J H Check this box Ifyou are filing an update to a previously filed questionnaire. FORM CIO OFMCEUSEONU Date Received (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 off lcerabout whom the information in this section Is being disclosed. N/A 41 Name of Officer This section {item 3 including subparts A, B, C, & D) must be completed for each officer with wham 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 CIQ as necessary_ A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes F-1 No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes F-1 No C_ Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more? = Yes = No D. Describe each employment or business and family relationship with the local government officer named in this section. 3/17/2025 Signature of vendor doing business with the governmental entity Date 16 Adopted 8J712015 Exhibit C SELLER CONTACT INFORMATION Seller's Name: Life Technologies Corporation Seller's Local Address: 5781 Van Allen Way, Carlsbad CA 92008 Phone: 800-955-6288 Fax: 800-331-2286 Email: customercare@thermofisher.com Name of persons to contact when placing an order or invoice questions: Name/Title Customer Care- Order placement, General Inquiries Phone: 800-955-6288 Fax: 800-331-2286 Email: customercare@thermofisher.com Name/Title Accounts Receivable- Remittance, Invoice Inquiries Phone: 800-955-6288 Fax: Email: accountsreceivableus@thermofisher.com Name/Title Phone: Fax: Email: i� Signature Josh Gibson Printed Name Exhibit D 17 3/17/2025 Date VERIFICATION OF SIGNATURE AUTHORITY Life Technologies Corporation Attn: Jason Garner, Sr. Acct Mgr 5781 Van Allen Way Carlsbad, CA 92008 Seller is a publicly -traded corporation in the NYSE as trade ticker TMO. All annual reports and related corporate financial statements are publicly available at www.thermofisher.com or can be provided by Seller, upon request. 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: Josh Gibson Position: Sr. Director, Global Commercial Operations Si nature 2. Name: Position: Signature W. 191**j Melissa LoStracco (Mar 19, 202515:59 EDT) Melissa LoStracco Signature of President/CEO/Managing Partner Title: Commercial Director, Human Identification, North America Date Mar 19, 2025 m Exhibit E SELLER'S SOLE SOURCE JUSTIFICATION LETTER Thermo Fisher S C I E N T I F I C Thermo Fisher Scientific 6055 Sunol Blvd. Plea sa nto n, CA 94566 T:{925)600-2522 www.thermofisher.com January 10, 2024 RE: Sole SourGe Supiffler Applied BmosystemsTl Instrurgents. C.onsumables and Software for Human Identification Dear Valued Customer: Thank you for your interest in Thermo Fisher Scientific's Applied BiosystemsTM (formerly known as Life Technologies) brand of instruments, software and consumables for Human Identification. Please accept this letter to document that Thermo Fisher Scientific is the sole manufacturer and distributor of the Applied Biosystems Genetic Analyzers, real-time PCR thermal cyclers, thermal cyclers, Ion Torrent Next Generation Sequencing, RapidHlT ID Systems and associated software as detailed in Table 1. Genetic Analyzers, Ion instruments, real-time PCR thermal cyclers, RapidHlT ID and associated software contain a dedicated computer that is customized to operate the system and is compatible with our software. The computers attached to these systems are imaged specifically for Thermo Fisher Scientific and are not available from another source. The Applied Biosystems Genetic Analyzers are the only commercially available 4, 8, and 24 capillary systems that have been validated according to SWGDAM guidelines to analyze DNA samples for the purpose of Human Identification. In addition, Thermo Fisher Scientific is the sole distributor of validated system consumables including capillaries, cartridges, chips, polymer, buffers, size standards and replacement parts as detailed in Table 2. Only Thermo Fisher Scientific factory trained, and certified engineers are authorized to service these instruments. Further documentation describing the unique specifications of the Applied Biosystems brand of instruments can be found on the Thermo Fisher Scientific website, including user manuals. In addition to Applied Biosystems instruments and software, Thermo Fisher Scientific is the sole manufacturer of all Applied Biosystems consumables, including kits for sample preparation, quantitation, and amplification as described in Table 3. Furthermore, Thermo Fisher Scientific is the sole authorized distributor and supplierwithin North America of such products. `K This information should justify Thermo Fisher as "Sole Source" supplier for all Applied Biosystems instruments, software, consumables, and services that you need to perform DNA Analysis, for the purpose of Human Identification. Please note that the SKU's in the tables are not exhaustive but represent the key sole source products in our portfolio. In addition, we are pleased to provide the Thermo Fisher Scientific Human Identification Professional Services (HPS) group. HPS provides validation, consultancy, and training services for Human Identification applications with expertise focused on the extensive line of the Applied BiosystemsTm brand of instruments, software, and consumables. The HPS team combines extensive internal technical product knowledge with vast experience in forensic laboratory validations across a global team to customize end -to -end solutions for laboratories. Since 2007, the HPS team has completed hundreds of projects that include many combinations of the Applied Biosystems products listed below. The HPS team is comprised of forensic scientists with broad and extensive validation experience with forensic DNA applications. Validation project work at customer laboratories is performed by Thermo Fisher Scientific Validation Application Specialists (VAS), who have all worked as forensic scientists and understand the workflow, standards, attention to detail, and unique needs of forensic DNA laboratories. External consultants with the relevant qualifications and training may also be involved in some areas of the validation project. Additionally, the HPS team works with the Field Applications and Technical Support teams to offer comprehensive training packages through our HID Education Programs. Our training content is continually updated as our HPS, FAS and TS teams accumulate knowledge from across the globe. With internal technical knowledge of our products, expertise in validations, and problem -solving experience specific to our products, the HID team is well -positioned to instruct users on best practices for using, maintaining, and troubleshooting our products in the forensic workflow. We appreciate your business and request that if you have any further questions that you contact me directly. Regards, Nancy Fong Director, Product Management Human Identification Business NX Exhibit F SELLER'S QUOTE PRICING AGREEMENT NO.: H317027 Report Date: 2-May-2024 PRICING AGREEMENT NO.:H317027 To ensure correct pricing and terms, the above quotation number must appear on all orders and correspondence_ FROM: 06130I2024 THROUGH:0612912025 EXCEPT WHERE NOTED BELOW TERMS: FOB: Shipping Point WE ARE PLEASED TO QUOTE ON YOUR REQUIREMENT AS FOLLOWS Line# I CC` I SKU # I PPL I DESCRIPTION TO ORDER: Life Technologies Corporation 3175 Staley Road Grand Island, New York 14072 USA Fax No:1-800-331-2286 To Order: 1-800-955-6288 Email: us— ... - 3L..,:.,.ihermofisher.com www.the r morisher. comfordersu o Do rt To: CITY OF FORT WORTH FOR: ,US ATTN: MINIMUM PRICE OR % DISCOUNT QUANTITY DISCOUNT % I UNIT PRICE 1 D 15508013 DITHIOTHREITOL (DTT) 5G 1 167.04 $167.04 2 D 4359513 AMPFLSTR YFILR PCR AMPLIFICATN KIT 1 5271.20 $5,271.20 3 ❑ 4393715 POP-4 (384)POLYMER 3500 SERIES EACH 1 261.28 $26128 4 D 4461591 96WSTD CALIBRATION PLATE WIABY ABY ❑YE 1 144.06 $144.06 5 15567027 TRIS-HCL PH 7.5 1M 1000ML 1 6426 $64.26 6 D 4311320 HI -DI FORMAMIDE BOTTLE 25 ML 1 48.76 $48.76 7 H 4441351 PREPFILR EXPRESS BTA F DNA EXT EA 1 656.12 $666.12 8 D 4461593 96WSTD CALIBRATION PLATE WIJUN JUN DYE 1 144.06 $144.06 9 D 4482910 QUANTIFILER TRIO KIT EACH 1 2251.50 $2,251.50 10 AM12450 NS RNASE-FREE TUBES 1.5 ML 250 TUBES 1 69.75 $69.75 PER BAG 11 25530015 PROTEINASE K 100 MG 1 164.16 $164.16 12 AM9759 5M NACL 500 ML EACH 1 104.64 $104.64 13 4311971 FG,OPTICAL ADHESIVE COVERS EACH 1 287.96 $287.96 14 4316813 BULKPACK 96-WELL RXN 1 2941.00 $2,941.00 PLATES. 50XN8010560 15 D 4393927 ANODE BFFR CONTAINR 3500SERIES EACH 1 151.70 $151.70 16 ❑ 4408256 CATHODE BFR CONTAINR 3500 SER EACH 1 201.65 $201.65 As part of: Thermo Fisher 5 C I E N T I F I C 21 Report Date: 02-MAY-2024 Page: 113 PRICING AGREEMENT NO.: H317027 17 D 4476135 FG,GLOBALFILER KIT EACH 1 4989.60 $4,989.60 18 H2 4484075 PROFLEX 96-WELL PCR SYSTEM EACH 1 10892.70 $10,892.70 19 N8010535 MICROAMP CAPS, 8 CAPS/STRIP EACH 1 121.25 $121.25 20 N8010560 MICROAMP 96-WELL RXN PLATE - EA NO 1 76.56 $76.56 BARCODE 21 15575020 EDTA BUFFER, PH 8, 0.5M 4 X 100ML 1 85.77 $85.77 22 24730020 SIDS, 10% SOL 1000ML 1 119.60 $119.60 23 4323032 FG,OPTICAL CAP (8 CAPSlSTRIPS) EACH 1 135.52 $135.52 24 D 4349160 FG,7500 SPECTRAL DYE CAL KIT EACH 1 1311.92 $1,311.92 25 D 4408399 GENESCAN-600 LIZ SIZE STD V2.0 EACH 1 552.00 $552.00 26 D 4425042 DS-36 MATRIX STANDARD KIT (DYE SET J6) 1 200.91 $200.91 27 D 4461599 96 WELL CAL PLATE W1 MP DYE MP DYE 1 145.04 $145.04 28 H 4441352 PREPFILER EXPRESS F DNA EXT EA 1 617.50 $617.50 29 D A26070 POP-4 (96) POLYMER 3500 SERIES EA 1 91.91 $91.91 30 4404683 CAPILLARY ARRAY 8-CAP 36CM RUO EACH 1 180D.48 $1,800.48 31 D 4345833 DS-33 (DYE SET G5) MATRIX STD KIT 1 207.92 $207.92 32 D 4393718 CONDITIONING REAGNT 3500SERIES EACH 1 37.44 $37.44 ` Items flagged with H or 0 require special handling and may be subject to an additional charge Report Dale: 02-MAY-2024 Page: 213 As part of: Thermo Fishe� 22 PRICING AGREEMENT NO.: H317027 TERMS AND CONDITIONS OF SALE This quotation is for products and services sold by Life Technologies Corporation, a Thermo Fisher Scientific company. This quotation, and the terms and conditions of sale found at www.thermofiisher.com/termsandconditions ("thermofisher.com Terms and Conditions of Sale") that apply to the products and services listed on this quotation, are incorporated by reference into this quotation and any resulting contract. By issuing a purchase order or otherwise ordering or accepting product(s) or services, you expressly confirm that you intend to be bound by and agree to thermofisher.com Terms and Conditions of Sale to the exclusion of all other terms we do not expressly agree to in writing, and that the purchase and sales transaction between you and us is subject to and will be governed by thermofisher.com Terms and Conditions of Sale and the terms of this quotation. Customers may be required to evaluate as a discount, for cost -reporting purposes, the value of any Product listed as $0.00 on any invoice. The Product listed as $0.00 represents an in -kind discount and is included in the total fair market value price for the instrument product. If you have any questions, please visit our website at www.tl.;.....��e6 r.com. Jason Garner jason.garner@thermofisher.com Sales Representative Report Dale: 02-MAY-2024 Page: 313 AS part of: Thermo Fishe� 23 M&C Review Page 1 of 2 A CITY COUNCIL AGEND Create New From This M&C DATE: 9/17/2024 REFERENCE **M&C 24- NO.: 0847 LOG NAME: CODE: C TYPE: CONSENT PUBLIC HEARING: Official site of the City of Fort Worth, Texas FORT WORTH '*41v 35LIFE TECHNOLOGIES EQUIPMENT MAINTENANCE AND SUPPLIES NO SUBJECT: (ALL) Authorize Execution of a Sole Source Vendor Services Agreement with Life Technologies Corporation to Provide Thermo Fisher Scientific Consumables, Laboratory Supplies, Replacement Parts, and Equipment Maintenance in an Annual Amount Up to $250,000.00 with Four One -Year Renewal Options for the Police Department RECOMMENDATION: It is recommended that the City Council authorize execution of a sole source vendor services agreement with Life Technologies Corporation to provide Thermo Fisher Scientific consumables, laboratory supplies, replacement parts, and equipment maintenance in an annual amount up to $250,000.00 with four one-year renewal options for the Police Department. DISCUSSION: This Mayor and Council Communication (M&C) is to request authorization to execute a sole source vendor services agreement with Life Technologies Corporation to purchase Thermo Fisher Scientific consumables, laboratory supplies, replacement parts and maintenance for existing Thermo Fisher Scientific instruments used by the Police Department Crime Lab. In 2011 when the Police Department Biology Unit was established, Life Technologies equipment and supplies were selected, tested, evaluated, and validated. Once equipment, supplies, and test kits have been validated, changing to different equipment, supplies, or test kits would require extensive and time-consuming validation as well as expensive equipment replacement. Life Technologies supports multiple deoxyribonucleic acid (DNA) platforms for the Crime Lab with preventative maintenance service agreements in addition to all the consumables specific to the instrument and method validations that are approved by American National Standards Institute (ANSI) National Accreditation Board (ANAB) and Federal Bureau of Investigation (FBI) Quality Assurance Standards. These products and services are used to support the Crime Lab in its DNA and other forensic evidence collection and testing efforts. Life Technologies is the documented sole distributor of validated system consumables including capillaries, cartridges, chips, polymer, buffers, size standards, and replacement parts. Equipment owned by the Crime Lab includes two Thermo Fisher Scientific Automate Express instruments for DNA extraction, one Real Time Polymerase Chain Reaction (PCR) instrument for DNA sequence amplification, and one Genetic Analyzer. Only Thermo Fisher Scientific certified field service engineers are authorized to work on these instruments; no third -party service provider is authorized to perform any maintenance or repair Thermo Fisher Scientific equipment. Preventative maintenance for Crime Lab's existing Thermo Fisher equipment has been processed through June 28, 2025 in the amount of $39,440.88. Costs for equipment maintenance through June 28, 2029 are listed below. Equipment maintenance term Annual Amount 6/29/2025 through 6/28/2026 $39,440.88 6/29/2026 through 6/28/2027 $41,412.93 http://apps.cfwnet.org/council_packet/mc review.asp?ID=32553&councildate=9/17/2024 9/20/2024 M&C Review Page 2 of 2 6/29/2027 through 6/28/2028 I $43,384.98 6/29/2028 through 6/28/2029 $45,357.00 The purchase of consumables used in Crime Lab forensic analysis is projected to be $200,000.00 annually. Funding will be budgeted in Operating Supplies and Other Contractual Services accounts within the Crime Control and Prev Distr Operating Fund for Fiscal Year 2025. DVIN-BE: The Police Department was approved for a Chapter 252 Exemption by the City Attorney's Office for the purchase of Life Technologies consumables and equipment preventative maintenance. 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 for the will become effective upon City Secretary Contract execution and expire twelve (12) months following. RENEWAL OPTIONS: The Agreement may be renewed for up to four (4) one-year renewal terms, at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal period. A6Y4_m1►1;[@]N�,I_%I[eLl01439ly[yAK91►A The Director of Finance certifies that upon approval of the recommendation and adoption of the Fiscal Year 2025 Budget by the City Council, funds will be available in the Fiscal Year 2025 operating budget, as appropriated, in the Crime Control & Prev Dist Fund to support the approval of the above recommendation. Prior to any expenditure being incurred, the Police Department has the responsibility to validate the availability of funds. TO Fund Department I Account Project I 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: Originating Department Head: Additional Information Contact: ATTACHMENTS William Johnson (5806) Neil Noakes (4212) Robert A Alldredge (4131) Approved Chapter 252 Life Technoloaies 7-22-2024.pdf (Public) Approved Request for Waiver 8-15.pdf (CFW Internal) FID Table Life Tech noloaies.XLSX (CFW Internal) http://apps.cfwnet.org/council_packet/mc review.asp?ID=32553&councildate=9/17/2024 9/20/2024