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Home My WebLink AboutContract 58188-AD1Docusign Envelope ID: A145E2D1-4691-4552-BAFE-F6BOE8552C28 CSC No. 58188-AD1 ADDENDUM THIS ADDENDUM, (hereinafter "Addendum") by and between Waters Technologies Corporation (hereinafter "Waters") and City of Fort Worth (hereinafter "Customer"), (both referred to as "Parties"), specifically alters, amends, and revises the General Conditions, Waters Service Quotation Terms and Conditions of Service (the "Waters Terms") pursuant to the service plan identified in Quotation Number 23894395 (each a "Quotation"). 1LZ/11101MY.yA11A WHEREAS, Customer and Waters are entering into the Addendum, wherein Waters shall provide certain services pursuant to the Quotation attached hereto as Exhibit A; NOW THEREFORE, in consideration of the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows: 1. Item 20. Governing Law. In the first sentence, "Commonwealth of Massachusetts" is replaced with "State of Texas" 2. Item 22. Arbitration. Is deleted in its entirety and replaced with "Intentionally Omitted". 3. The terms of the Waters Terms, except as herein amended, are hereby reaffirmed and republished as if set forth herein. To the extent there is an inconsistency or conflict between the terms of this Addendum and the Waters Terms, the terms of this Addendum shall govern. [SIGNATURE PAGE FOLLOWS] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Second Renewal and Second Amendment to Fort Worth City Secretary Contract No. 58188 Page 1 of 9 Docusign Envelope ID: A145E2D1-4691-4552-BAFE-F6BOE8552C28 IN WITNESS WHEREOF, the Parties hereto have executed this Addendum to be effective the day the Assistant City Manager signs it. ACCEPTED AND AGREED: CITY OF FORT WORTH By: WX_4Qj---' William Johnson (A r25, 202509:38 CDT) Name: William Johnson Title: Assistant City Manager Date: Apr 25, 2025 APPROVAL RECOMMENDED: By: RobeYt'AlldrOge(Apr24,202516:26 CDT) Robert A. Alldredge Jr. Title: Executive Assistant Chief Name: ATTEST: o4aonp� a �o 64" '=o ono % �4 TEXASoO9� By: Name: Jannette S. Goodall Title: City Secretary WATERS TECHNOLOGIES CORPORATION CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Loraine Coleman Title: Administrative Services Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Hye Won Kim Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: (None Required) Date Approved: Form 1295 Certification No.: N/A DocuSigned by: By. Name: Title: Vice President, Commercial Clinical Business Unit OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Second Renewal and Second Amendment to Fort Worth City Secretary Contract No. 58188 Page 2 of 9 Docusign Envelope ID: A145E2D1-4691-4552-BAFE-F6BOE8552C28 Waters THE SCIENCE OF WHAT'S POSSIBLE." Exhibit A Quotation number : 23894395 Account number : 1018789 Quotation Valid From : Dec 04 2024 Quotation Valid Until : Jun 15 2025 WatersTM FlexCHOICETM: mySystem Coverage Waters FlexCHOICETM offers personalized, flexible support, maintenance, and service options to meet the unique requirements of your laboratory. - Performance Maintenance (PM) is a proactive maintenance that keeps your system operating at peak performance. One or more PM visits may be included as specified within the quote. A PM visit is a combination of Waters Quality Parts, including documented standardized protocols, delivered by a Waters Certified Field Service Specialist. A more detailed description of coverage and additional options are available in our Statement of Coverage, available upon request Pricing contained in this quote is for Service Plan Coverage only. Taxes may be applied at time of invoicing where applicable. All pricing on this quotation is subject to change, unless otherwise noted in a signed agreement. Pricing on this quotation is valid through date stated as ""Quotation Valid Until"". Payment Terms are subject to Credit Review. - Please reference this quotation number when issuing your purchase order. Thank you for choosing Waters FlexCHO10E mySystem coverage to protect your investment. We look forward to providing the customized level of service and support that's right for your laboratory, while maintaining the performance you have come to trust with Waters. Gross Price 38,128.23 Customer number : 1018789 Discount 2,544.45 Invoicing Terms: Annual Total Net with Discount 35,583.78 Payment Terms: NET 30 DAYS Andrew Tumolo Account Manager (US & Canada) - Service Sales & Clinical & Forensics Business Unit Email: Andrew_Tumolo@Waters.com Phoil 800-252-4752 ext 8740 Waters Technologies Corporation Mailstop SA 34 Maple Street Milford, MA 01757 Phone: 800-252-4752 FAX: 508-482-8898 Page 1 of 7 Second Renewal and Second Amendment to Fort Worth City Secretary Contract No. 58188 Page 3 of 9 Docusign Envelope ID: A145E2D1-4691-4552-BAFE-F6BOE8552C28 00 Waters Quotation number : 23894395 Account number : 1018789 THE SCIENCE OF WHAT'S POSSIBLE:" Quotation Valid From : Dec 04 2024 Quotation Valid Until : Jun 16 2025 Fir QUOTATION from June 17 2025 to June 16 2026 Citv of Fort Additional PoliceCoverage Worth Service Contract is governed by the Blanket Addendum signed by both parties of of 10/3/2022 - Contract Number: 58188 1. All pricing on this quotation is subject to change, unless otherwise noted in a signed agreement. 2. Pricing on this quotation is valid through date stated as "Quotation Valid Until". 3, Please reference quote number on the purchase order. 4. Please reference your Physical Bill To and Ship To on your PO for ease of processing. 5. Please send PO's directly to: Andrew_Tumolo@Waters.com. 6, Payment Terms subject to credit review. Waters Technologies Corporation Mailstop SA 34 Maple Street Milford, MA 01757 Phone: 800-252-4752 FAX: 503-482-8898 Page 2 of 7 Second Renewal and Second Amendment to Fort Worth City Secretary Contract No. 58188 Page 4 of 9 Docusign Envelope ID: A145E2D1-4691-4552-BAFE-F6BOE8552C28 Waters Quotation number : 23894395 Account number : 1018789 THE SCIENCE OF WHAT'S POSSIBLE:" Quotation Valid From : Dec 04 2024 Quotation Valid Until : Jun 16 2025 L Price in US dollars ____j Oq9 Item Reference System Description Gov Unit Prim Qty Discount in We Net Price No 100 175600010 City of FW PD HClass SPM 12M 20,013.00 1 6. 90% 18,531.71 Total Ia, 631.71 200 176600010 LCMS 01 SPM 12M 18,115.23 1 6,42% 15,952.07 Total Crime Lab 16,952.07 Total Net Amount 35,583.78 Waters Technologies Corporation Mailstop SA 34 Maple Street Milford, MA 01757 Phone: 300-252-4752 FAX: 503-482-3898 Page 3 of 7 Second Renewal and Second Amendment to Fort Worth City Secretary Contract No. 58188 Page 5 of 9 Docusign Envelope ID: A145E2D1-4691-4552-BAFE-F6BOE8552C28 ■ Waters THE SCIENCE OF WHAT'S POSSIBLE:" Quotation number Account number Quotation Valid From Quotation Valid Until QUOTATION Coverage from June 17 2025 to Junexi6 Citv of •rt Worth Police dollarsPrice in US Ms. Elizabeth Van Tel : 817 392 4507 Email : elizabeth.van@fortworthgov.org LABORATORY Crime Lab Serial number Description Contract Contract Start End LCMS 01 176600010 1PM 12M FI-CHOICE" Coverages 12 Months No_ & Peffermance Mnint—nCe )-its I Service Level: Standard Response Ti Standard KBD7022 FC0000289-QDA 1PM SVC9M E20QSP727A FC0000727-UPQSM+ 1PM SVC9M 320FTP040G FC0000771-UPSMF7N+ 1PM SVC9M E20LIPL6264 FC0000704-UPPDAL7C 1PM SVC9M C20CHAIMG DFLC ACTIVE COL HEAT EMOKE01609 5/VJ Benefits Info System Total Amount ------------------------- --------------------------------------- Laboratory Total Amount (except taxes) (*) Notes: 3* Pro -Rated Item. See Start date. 09/21/2025 06/16/2026 09/21/2025 06/16/2026 09/21/2025 06/16/2026 09/21/2025 06/16/2026 06/17/2025 06/16/2026 09/21/2025 06/16/2026 :23894395 :1018789 Dec 04 2024 Sun 16 2025 Unit Price Quoted Price (*) 13,115.23 16,952.07 3* 16,952.07 --------------------- 16,952.07 Waters Technologies Corporation Mailstop SA 34 Maple Street Milford, MA 01757 Phone: 800-252-4752 FAX: 508-482-8898 Page 4 of 7 Second Renewal and Second Amendment to Fort Worth City Secretary Contract No. 58188 Page 6 of 9 Docusign Envelope ID: A145E2D1-4691-4552-BAFE-F6BOE8552C28 ■ Quotation number : 23894395 Waters Account number : 1018789 THE SCIENCE OF WHAT'S POSSIBLE:" Quotation Valid From : Dec 04 2024 Quotation Valid Until : 3un 16 2025 • Coverage f Ms. Elizabeth Van Tel : 817 392 4507 Email : elizabeth.van@fortworthgov.org Serial number Description Contract Contract Unit Price Quoted Price (*) Start End City of FW PD HClass 176600010 1PM 12M 20,013.00 18,631.71 FI-CHOICE'" Coverages 12 Months No_ & Peffermaince Mnint—nCe )-itsI Service Level: Standard Response Ti Standard B22CHA263G uPLCACTIVE CCLHEAT 06/17/2025 06/16/2026 1522FTP126G FCO000771-1JP5MFTN+ 1PM SVC12M 06/17/2025 06/16/2026 B22QSPOCIA FC0000727-UPQSM+ 1PM SVC12M 06/17/2025 06/16/2026 C22UPL515A FC0000704-LIPPDALTC 1PM SVC12M 06/17/2025 06/16/2026 KBD5286 FC0000289-QDA1PM SVC12M 06/17/2025 06/16/2026 EM25ED1779 5/W eenefit, lffo 06/17/2025 06/16/2026 System Total Amount LCMS 2 18,631.71 ------------------------- -------------------------------------------------------------------------------------------------------------------------- Laboratory Total Amount (except taxes) 18,631.71 (*) Notes: 3* Pro -Rated Item. See Start date. Waters Technologies Corporation Mailstop SA 34 Maple Street Milford, MA 01757 Phone: 800-252-4752 FAX: 508-482-8898 Page 5 of 7 Second Renewal and Second Amendment to Fort Worth City Secretary Contract No. 58188 Page 7 of 9 Docusign Envelope ID: A145E2D1-4691-4552-BAFE-F6BOE8552C28 Quotation number : 23894395 ■■ Waters Account number : 1018789 Quotation Valid From : Dec 04 2024 THE SCIENCE OF WHAT'S POSSIBLE:" Quotation Valid Until : Jun 16 2025 WATERS Service Quotation - TERMS AND CONDITIONS OF SERVICE Waters Technologies Corporation ("Waters') offers various service plans (the "Plans") for the support of Waters instruments and component parts (the "Equipment"). The following terms and conditions govern Waters service under the Plans. You will also receive additional information conceming the particular Plan you have selected - you should read and retain these documents. 1. Acceptance Customer's acceptance of the offer contained in this quotation shall create a contract subject to and expressly limited by the terns and conditions contained on both sides of this form. ACCEPTANCE OF THIS OFFER MAY ONLY BE MADE ON THE EXACT TERMS AND CONDITIONS SET FORTH ON THIS QUOTATION: IF ADDITIONAL OR DIFFERENT TERMS ARE PROPOSED BY CUSTOMER, SUCH ADDITIONAL OR DIFFERENT TERMS SHALL NOT BECOME A PART OF THE CONTRACT FORMED BY CUSTOMER'S ACCEPTANCE OF THIS QUOTATION UNLESS AGREED UPON BY BOTH PARTIES IN WRITING. 2. Prices and Quotations Prices are firm for the period of this quotation. Written quotations are valid for thirty (30) calendar days from the date issued unless an extended period for acceptance is specifically set forth in the quotation. Quotations are subject to ternrnation by written notice from Waters to the customer within the validity period. All orders based on this quotation are subject to acceptance by Waters at its offices in Milford, Massachusetts. Prices for Renewal Terns are set forth and described below in these Terms and Conditions. 3. Shipping Charges Waters will pay charges to ship replacement or repaired Equipment to the customer. Waters will also pay shipping charges for the return of Equipment to Waters, provided the customer has complied with the provisions of Paragraph 8 below ("Return of Equipment"). 4. Terms of Payment Net thirty (30) days from date of invoice. Delay in making payment by the customer will not operate to extend the term specified in the Plans. Waters may, at its option, suspend service during any period in which the customer has failed to make payments in a timely manner. Such suspension of service shall not limit any other legal remedies to which Waters may be entitled. S. Term of Service The term of service provided under the Plans shall commence as of the Plan Effective date provided on the Acknowledgement copy of the Plan and shall continue as provided in the applicable service Plan (the "Initial Term"). Following the Initial Term, the term of service shall automatically renew for additional, successive one (1) year terms unless either Party provides written notice of non -renewal to the other party no later than 45 days before the end of the current Tenn (each, a "Renewal Term" and together with the Initial Term, the "Term"). These Terns and Conditions of Service shall continue to apply during any Renewal Term. The price for a Renewal Term will be provided to the Customer no later than 90 days prior to the expiration of the then -current Term; provided, that, if Waters does not provide notice of the renewal price prior to expiration of the current Term, the price for the next year's Renewal Term shall be 3 % above than the price of the current year in the Term. 6. Inspection and Certification Prior to accepting Equipment for coverage under the Plans, Waters may, at its option, inspect and certify that the Equipment is functioning properly. Equipment and software must meet current performance standards and must be operated in an environment and system configuration acceptable to Waters. Service including parts, labor or travel required to bring the Equipment to performance standards acceptable to Waters is not covered by the Plans. This service must be authorized by the customer, completed and paid for prior to initiating Plan coverage. The cost for such service provided to the customer will be invoiced at the rates in effect at the time the service is provided. Equipment covered by the product warranty issued at the time of purchase by the customer may be converted to Plan coverage without a pre -plan inspection by Waters. 7. Service and Repair Service and repair of the Equipment will be provided by an authorized Waters Service Representative. Waters may use one or more of the following service options to replace or repair Equipment: (a) dispatch a Waters service representative to the customer's facility; or (b) provide for repair or replacement of the Equipment at a Waters repair facility; or (c) provide delivery of replacement components to the customer, with instructions for installation of the components by the customer. In providing service under the Plans, Waters may, at its option, use components that are "reconditioned," i.e., assemblies and parts which have been re -manufactured by Waters to meet current hardware and firmware revisions as well as the product quality and performance testing requirements for new products. Waters may, while performing service on the Equipment, replace outdated hardware, firmware and software with current revisions. Waters cannot guarantee the continued availability of outdated assemblies. 8. Return of Equipment Waters will accept the return of Equipment(or component parts of such Equipment) only when accompanied by a Return Authorization Number ("RAI#") issued by a Waters Customer Service representative prior to shipment of the Equipment by the customer. 9. Limited Service and Product Warranty Waters warrants that the service performed and the products and parts supplied to repair or replace the Equipment conform to average standards of workmanship and materials then prevailing in the trade. Waters' obligations for software consulting, training and documentation services shall be limited to providing the selected services on a best efforts basis. WATERS MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The sole obligation of Waters shall be to repair or replace any Waters non -conforming product or part during the term specified in the Plans. This warranty shall not be deemed to have failed of its essential purpose as long as Waters is willing and able to repair or replace any Waters non -conforming product or part covered by the plan selected by the customer. In the event that an instrument covered by a service plan cannot be repaired, Waters reserves the right to provide to the customer: (a) Prorated refund or credit of the purchase price, or (b) Prorated credit towards the purchase of a replacement instrument. 10. Delays Waters will use reasonable best efforts to provide prompt service, but will not be liable for any damage resulting from (i) delays in rendering service; (ii) delays in performing repairs; or (iri) delays in delivery or shipment of the Equipment. IN NO EVENT SHALL WATERS BE LIABLE FOR SPECIAL, CONSEQUENTIAL, ECONOMIC OR INCIDENTAL DAMAGES (SUCH AS INSTRUMENT DOWN TIME, LOST PROFITS, LOST DATA, ETC.). Waters Technologies Corporation Mailstop SA 34 Maple Street Milford, MA 01757 Phone: 800-252-4752 FAX: 508-482-8898 Page 6 of 7 Second Renewal and Second Amendment to Fort Worth City Secretary Contract No. 58188 Page 8 of 9 Docusign Envelope ID: A145E2D1-4691-4552-BAFE-F6BOE8552C28 W Waters THE SCIENCE OF WHAT'S POSSIBLE:" Quotation number : 23894395 Account number : 1018789 Quotation Valid From : Dec 04 2024 Quotation Valid Until : Jun 16 2025 11. Exclusions The Plans cover Equipment repairs and maintenance which results from normal use and operation of the Equipment. Waters will not be obligated to perform service on Equipment which, in its sole reasonable judgment: (a) has been improperly installed, altered or damaged; (b) has been repaired by other than an authorized Waters Service Representative; (c) has been altered or damaged as a result of additions or changes made to the Equipment by the customer or others; (d) has been damaged due to decomposition resulting from chemical action, environmental or operating conditions; (e) has been damaged due to operator failure to perform standard operating procedures and routine maintenance, including the replacement of common replacement parts (using Waters -approved parts and supplies), as set forth in Waters published literature and manuals; (f) has been damaged due to transfer of the Equipment by the customer from the location specified in the Plans without supervision by Waters; (g has been damaged due to the use of operating supplies and maintenance parts which do not conform to Waters' specifications. Repair of damage(s) caused by the use of such supplies or parts is not covered under the terms of the Plan. Service (parts, labor and travel) required to repair such damage(s) will be invoiced at the rates in effect at the time the service is rendered. 12. Additional Equipment The customer may, subject to acceptance by Waters, request an addendum to the selected Plan to add Equipment. Prices in effect at the time of any addition shall apply to the Equipment being added, and the term of such addendum shall be coterminous with that of the original Plan. 13. Relocation of Products. (a) The Customer shall give Waters thirty (30) days written notice prior to any relocation of products covered by on -site support services being provided under this Agreement. (b) Products moved to a location within the contiguous United States shall continue to be serviced under this Agreement. The response time and charges will be adjusted to reflect the new location. (c) Products moved outside the contiguous United States may continue to be serviced under this Agreement, at the option of Waters. The services to be provided and charges for such services shall be subject to mutual agreement. (d) For installed products which will continue to be serviced, Waters, at its option, may supervise the dismantling and packing of the products and may inspect and reinstall products at the new location. These services, if provided, shall be at additional charge based on Waters standard service rates in effect at the time. The Customer shall furnish full labor and materials for the dismantling, packing and placement of the products in the new location. (e) The Customer shall be responsible for any loss or damage to the products during relocation. 14. Cancellation The Plans may be canceled upon thirty (30) days written notice by either party. Cancellation by the customer prior to the expiration of the tens of service under the Plan will be subject to a cancellation fee equal to fifteen percent (15%) of the purchase price of the Plan. All refunds will be calculated either by (i) subtracting the value of the services delivered against the Plan from the purchase price of the Plan, or (ii) prorating the value of the Plan; whichever amount is less. For multiple year Plans which are terminated by the customer at the end of a Plan year but prior to the commencement of a subsequent Plan year, a cancellation fee equal to fifteen percent (15%) of the total value of the Plan for the preceding year will be charged to the customer. 15. Merger and Modification. Documents relating to service provided under the Plans, including any attachments, represent the entire understanding between Waters and the customer and are not transferable by the customer without the prior written consent of Waters. Terms and conditions of any other documents, such as a customer purchase order, are expressly superseded and shall not be accepted by Waters. 16. Agents, etc. No agent, employee or other representative has the right to modify or expand Water's standard warranty applicable to the Plans or to make any representations other than those set forth in Waters' literature and any such affirmation, representation or warranty, if made, should not be relied upon by Customer and shall not form a part of this quotation. 17. Fair Labor Standards. Waters represents that the Products or services provided hereunder were produced and/or performed in compliance with the requirements of all sections of the Fair Labor Standard Act of 1938, as amended. 18. Equal Employment Opportunity Waters is an Equal Opportunity Employer. It does not discriminate in any phase of the employment process against any person because of race, color, creed, religion, national origin, sex, age, veteran or handicapped status. The Waters Equal Opportunity Certificate, which is mailed annually to all vendors and vendees, is incorporated into this quotation by reference. 19. Modifications, Waiver. The contract formed by Customer's acceptance of this quotation may be modified by a writing signed by both parties, and any breach thereunder may be waived only by a writing signed by the party against whom enforcement thereof is sought. 20. Governing Law The contract formed by Customer's acceptance of this quotation shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, U.S.A. 21. Additional Terms and Conditions This quotation is also subject to any Waters Special Terms and Conditions applicable to the Products or Services offered by this quotation. 22. Arbitration. Any and all disputes or controversies arising under, out of or in connection with the contract formed by Customer's acceptance of this quotation or the sale or performance of the Products or services shall be resolved by final and binding arbitration in Boston, Massachusetts, under the rules of the American Arbitration Association then obtaining. The arbitrators shall have no power to add to, subtract from or modify any of the terms or conditions of this contract. Any award rendered in such arbitration may be enforced by either party in either the courts of the Commonwealth of Massachusetts or in the United States District Court for the Eastern District of Massachusetts, to whose jurisdiction for such purposes Waters and Customer each hereby irrevocably consents and submits. 23. Force Majeure Waters shall have no liability for failure to perform, or delay in performance, in the delivery of any and all equipment manufactured or sold by Waters including instruments, supplies, components, systems, chemistry, accessories, replacement spare parts, or any and all services provided by Waters, caused by circumstances beyond its reasonable control including, but not limited to, acts of God, acts of nature, floods, fire, explosions, war or military mobilization, United States governmental action or inaction, request of governmental authority, delays of any kind in transportation or inability to obtain material or equipment, acts of other governments, strikes, or labor disturbances. Waters Technologies Corporation Mailstop SA 34 Maple Street Milford, MA 01757 Phone: 800-252-4752 FAX: 508-482-8898 Page 7 of 7 Second Renewal and Second Amendment to Fort Worth City Secretary Contract No. 58188 Page 9 of 9