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HomeMy WebLinkAboutContract 63637Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 CSC No. 63637 FORT WORTH CITY OF FORT WORTH SOLE SOURCE PURCHASE AGREEMENT This Sole Source Purchase Agreement ("Agreement") is entered into by and between Waters Corporation ("Seller"), a Delaware foreign for -profit corporation, and the City of Fort Worth, ("Buyer"), a Texas home rule municipal corporation. The Sole Source Purchase Agreement includes the following documents (the "Contract Documents"): 1. This Sole Source Purchase Agreement; 2. Exhibit A: Terms and Conditions; 3. Exhibit B: Seller Contact Information 4. Exhibit C: Verification of Signature Authority 5. Exhibit D: Seller's Sole Source Justification Letter and 6. Exhibit E: Seller's Proposal Exhibits A, B, C, D, E, and F, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. The Contract Documents are intended to be complementary and to be read harmoniously with this Agreement as a complete agreement. If there is any conflict, ambiguity or inconsistency between the provisions of the Contract Documents, this Agreement shall be resolved in the order of precedence from highest to lowest in which they are listed above. The amount of this contract shall not exceed ten thousand dollars and 00/100 cents (10,000.00). The undersigned represents and warrants that they have the power and authority to execute this Agreement and bind the respective Seller. Seller and Buyer have caused this Agreement to be executed by their duly authorized representatives to be effective as of the date signed below. (signature page follows) (remainder of page intentionally left blank) OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 ACCEPTED AND AGREED: CITY OF FORT W TH jBy: zA-' 9-�' Name: William Johnson Title: Assistant CityManager Date: 07/08/2025 APPROVAL RECOMMENDED By: Robei-t'Alldi�I 3, 2025 22:16 CDT) Name: Robert A. Alldredge, Jr. Title: Executive Assistant Chief ATTEST: By: Name: Jannette Goodall Title: City Secretary WATERS CORPORATION nab p� FFORt��d� Od POD o=d a$a nEz6544 By: IDocuSigned by: cLk4l� LY.t 0 19 264AD... Name: %n�y iu Title: Vice President Clinical Business Unit 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: 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 Wo 1 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 Exhibit A CITY OF FORT WORTH, TEXAS STANDARD PURCHASING TERMS AND CONDITIONS 1.0 DEFINITION OF BUYER 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. 2.0 DEFINITION OF SELLER The Vendor(s), consultant, supplier, its officers, agents, servants, employees, vendors, subcontractors, or other providers of goods and/or services who act on behalf of the entity under a contract with the City of Fort Worth. 3.0 TERM This Agreement shall commence on the date signed by the City's Assistant City Manager ("Effective Date") and shall expire one (1) year from that date ("Expiration Date"), unless terminated earlier in accordance with the terms of this Agreement ("Initial Term"). The parties may renew this agreement for up to four (4) one-year periods via signed written agreement. 4.0 PUBLIC INFORMATION Buyer is a government entity under the laws of the State of Texas and all documents held or maintained by Buyer are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, Buyer shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. 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 this agreement may be released in the event that it is requested. 5.0 PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer shall 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 3 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 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 invalid by the City Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter). 6.0 ORDERS 6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who act on behalf of various City 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 Seller shall clearly indicate an approved contract number, purchase order number, or release number issued by the Buyer on all delivery. Failure to do so may result in rejection of delivery, return of goods at the Seller's cost and/or non-payment. 7.0 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. 8.0 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. 9.0 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. 10.0 DELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F.O.B. Destination, Freight Prepaid and Add. 4 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 11.0 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. 12.0 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 manufacturer's specifications. 13.0 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, State or City Sales Tax in its invoices. The Buyer shall furnish a tax exemption certificate upon Seller's request. 12.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in writing. Before the 1 st 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 City's website". 14.0 PRICE WARRANTY 14.1 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 or contingent fee, excepting employees of an established 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 or contingent fee, or otherwise to recover the full amount thereof. 5 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 15.0 PRODUCT WARRANTY Seller shall not limit or exclude any express or implied warranties included in the Seller's quotation 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 manufacturer's specifications, drawings and descriptions listed in the Seller's quotation. 16.0 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 Section 29.0 of these terms and conditions. Failure to make such refund shall constitute breach and cause this contract to terminate immediately. 17.0 WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 17.1 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 each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. 17.2 Per applicable law, 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; 17.3 The representations, warranties, and covenants of the parties contained in section 13 through 17 of this Agreement will survive the termination and/or expiration of this Agreement. 6 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 18.0 TERMINATION 18.1 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. 18.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by Buyer 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. 18.3 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 18.4 Breach. If either party commits a material breach of this Agreement, the non - breaching party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) business days after receipt of notice from the non -binding party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non -breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the breaching party. 19.0 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 paragraph. 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 7 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 accordance with this section, Buyer shall not be liable for any penalties, fees or interest resulting therefrom. 20.0 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 in writing and is signed by the aggrieved party. 21.0 MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 22.0 THE AGREEMENT In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement between Buyer and Seller shall consist of these negotiated 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 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 these negotiated Standard Terms and Conditions, and the Seller's Quote. 23.0 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. 24.0 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, 8 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 vendors and subcontractors. The doctrine of respondent 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. 25.0 LIABILITY AND INDEMNIFICATION. 25.1 LIABILITY — PER APPLICABLE LAW, 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, TO THE EXTENT CAUSED BY THE GROSS NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 25.2 GENERAL INDEMNIFICATION— PER APPLICABLE LAW, SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND BUYER, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, FOR EITHER PROPERTY DAMAGE OR LOSS, PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF SELLER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 25.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Seller warrants that all deliverables, or any part thereof, furnished hereunder, do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights. Per applicable law, Seller shall be liable and responsible for any and all claims made against the Buyer for infringement of any patent, 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 the Buyer's continued use of the deliverables hereunder. 26 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. 27 FISCAL FUNDING LIMITATION 9 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 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. 28 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, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO BUYER: City of Fort Worth Attn: Purchasing Manager 200 Texas Street Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address 29 NON-DISCRIMINATION TO SELLER: Waters Corporation Matthew Lambing, Territory Account Manager 34 Maple Street Milford, MA 01757 Americas_Contracts@waters.com Seller, for itself, its personal representatives, assigns, subvendors and successors in interest, as part of the consideration herein, 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. 30 IMMIGRATION 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 10 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 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 as well as 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. 31 HEALTH, SAFETY, AND ENVIRONMENTAL REQUIREMENTS Services, products, materials, and supplies provided by the Seller must meet or exceed all applicable health, safety, and the environmental laws, requirements, and standards. In addition, Seller agrees to obtain and pay, at its own expense, for 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. 32 RIGHT TO AUDIT Seller agrees that Buyer shall, until the expiration of three (3) years after the expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent financial records, including, but not limited to, all electronic records, of Seller involving financial transactions relating to this Agreement. Seller agrees that Buyer shall have access during normal working hours shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section no more than once per any twelve (12) month period unless further required for legal compliance. Buyer shall give Seller not less than ten (10) business days written notice of any intended audits. Buyer agrees to sign a mutually acceptable non -disclosure agreement prior to the commencement of any such audit. The Buyer's right to audit, as described herein, shall survive the termination and/or expiration of this Agreement. 33 DISABILITY in accordance with the provisions of the Americans With Disabilities Act of 1990 (ADA), Seller warrants that it and any 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 11 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 and/or its subcontractor's alleged failure to comply with the above -referenced laws concerning disability discrimination in the performance of this agreement. 34 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 parry 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, either 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 in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. 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. 35 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 2270 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. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, 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 contract. 36 INSURANCE REOUIREMENTS 39.1 Coveraize and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: 12 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 $1,000,000 - Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Seller, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the 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 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 two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to Buyer to evidence coverage. 39.2 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 in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of Buyer. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to Buyer. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, Buyer of Fort Worth, 200 Texas Street, Fort Worth, 13 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 Texas 76102, with copies to the Fort Worth City Attorney at the same address. (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 Vendor has obtained all required insurance shall be delivered to the Buyer prior to Vendor proceeding with any work pursuant to this Agreement. 14 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 EXHIBIT B — SELLER CONTACT INFORMATION Seller's Name: _Waters Technologies Corporation Seller's Local Address: _34 Maple St., Milford, MA 01757 Phone: 800-252-4752 Fax: Email: _americas_contracts@waters.com Name of persons to contact when placing an order or invoice questions: Name/Title Customer Service Phone: Fax: Email: customerservice@waters.com Name/Title Phone: Fax: Email: Name/Title Phone: Fax: Email: Signature Printed Name Date 15 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY WATER TECHNOLOGIES CORPORATION 34 MAPLE STREET MILFORD, MA 01757 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: Tim D'Souza Position: Commercial VP Americas Signature 16 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 Exhibit D Seller's Sole Source Justification Letter Waters - January 22, 2025 Jennifer Naquin Fort Worth Police Department Crime Laboratory RE: Sole Source Letter Dear Jennifer, Please be advised that Waters Corporation is the only manufacturer and supplier of Waters TM Brand instrumentation, software, supplies and maintenance services for Waters Tm brand products. These products are available only through Waters Sales Representatives. Waters Sales and Service Technicians are Waters full-time employees; Waters does not hire any subcontractors to perform these highly specialized functions. Waters certifies that the pricing provided to the Fort Worth PD Crime Laboratory is at least as favorable as pricing provided to other customers for the same or similar products purchased, at the same volume, under the same circumstances and at the same or similar period of time. Please see the attached "Sole Source Justification" letter for further information on Waters Corporation Service and Support Deliverables. Also see attached white paper on Waters certified sample vials. Regards, Matthew Lambing Clinical and Forensic Sales Account Manager Waters Technologies Corporation — Clinical Business Unit 34 Maple Street, Milford, MA 01757-3696 USA T 508.478.2000 11.800.252.4752 F 508.872.1990 waters.com 17 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 Waters THE SCIENCE OF WHAT'S POSSIBLE:" Sole Source Justification Over the past 60 years, Waters has provided service and support for all of its systems globally. Waters systems represent an investment in the most accurate and sensitive separation science solutions available, including instruments, informatics, chemistry and applications. The service and support that Waters provides to our systems is unique and should not be alternatively sourced. Our service and support infrastructure has evolved based on the requirements of our customers as you push the boundaries of current technology. Waters Service and Su000rt Delivers: 1) Waters Quality Parts ■ Approximately 5D% of all Waters parts are manufactured by Waters directly. The majority of these parts cannot be alternatively sourced. • Waters manufactures its parts using specific quality standards, packaged under proprietary critical clean conditions. ■ Waters stocks the appropriate inventory of parts so that global supply is assured. 2) Technical Expertise • Comprehensive customer technical support and expertise on Waters instruments, informatics and chemistry is only available from Waters on our systems. • Waters offers a platform of tools capable of remotely diagnosing issues to ensure maximum uptime ■ Applications support on Waters systems is unparalleled in the industry. ■ Only Waters service engineers have access to Waters engineering and development teams for global, expert support when resolving your issues. 3) Training • Waters service engineers are trained and certified by Waters factory -certified trainers who are kept up-to- date on all system updates and global customer feedback. This level of training and internal expertise cannot be matched by any other service organization. ■ Waters certified customer training is only available from Waters. 4) Upgrades ■ Waters instruments may be entitled to factory -directed updates, which are provided only by Waters. • Instrument and software upgrades for Waters systems are only available from Waters. 5) Compliance • We offer the only automated, streamlined qualification protocols for Waters systems. 34 Maple Street Milford, MA 01757-3696 U.S.A. [T] 508.47e.2000 [T] 1.800.252.4752 [F] 508.e72.1990 [W] www.%,faters.com 18 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 Service is more than just the delivery of repair and maintenance; it is about ensuring optimal performance and productivity over the lifetime of your investment. Waters is best positioned to provide these services to guarantee that you get the most out of your investment with us from our team of trusted advisors. Adam Beard Vice President, Global Support Waters Corporation 34 Maple Street Milford, MA 01757-3696 U.S.A. [T] 508,478.2000 [T] 1.800.252,4752 [F] 508,872.1990 [W] www.waters,com 19 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 Exhibit E Seller's Proposal Waters THE SCIENCE OF WHAT'S POSSIBLE. Ms. Jennifer Naquin City of Fort Worth Police Dept Forensic Lab Dept. Chemistry - Crime Lab 3616 E Lancaster Ave Fort Worth,TX,76103-2506 us Telephone 817 689 7595 Email jennifer.naquin@fortworthtexas.gov Sales Proposal Please reference this Quotation when Purchase Order is issued Quotation No: 24044800 - Expiration Date: 06/25/2025 Dear Ms. Jennifer Naquin, Thank you for your interest in Waters! Please find the enclosed Sales Quotation for the products you inquired about. We look forward to working with you and your team for all of your laboratory needs. To place an order for products and services on this quotation, you may send your hard copy purchase order via email to waters_quotes@waters.com You may also contact Waters Sales Support to place your order via telephone at 800-252-4752 Ext.8023, fax your purchase order to 508-482-8532 or 508-482-8834. If you have any questions regarding this quotation, please contact your local Account Representative: Matthew Lambing. Matthew may be reached by telephone at , or via Email at MATTHEW_LAMBING@WATERS.COM, or visit us online at www.waters.com. Waters Sales Support Tel: 800-252-4752 Ext.8023 Email: waters_quotes@waters.com FOP Waters Technologies Corporation dba Waters Corporation, 34 Maple St, Milford MA 01757 800 252 4752 This quotation is expressly conditioned upon, and subject to all terms and conditions set forth within Page: 1 / 5 20 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 Waters THE SCIENCE OF WHAT'S POSSIBLE:' Account : City of Fort Worth Police Dept Quotation number : 24044800 Creation date : 04/25/2025 Expiration date : 06/25/2025 Sales Proposal Please reference this Quotation when Purchase Order is issued Detail Product Description(s) Product# Description 205000343 Kit, ACQUITY Col. In -Line Filter In -line column filter klt In -line filter designed to protect the ACQUITY 2.1 mm I.D. columns from particulates 700002775 KIT, FRIT AND NUT, 0,2UM, 2.1MM, PKG 5 Package x5 in -line filter frits and end fittings Replacement 0.2 pm frits for In -line filter and 5 column end fittings allows replacement of either the frit or the entire column end, if the frit gets irreversibly lodged at the head of the column. Waters Technologies Corporation dba Waters Corporation, 34 Maple St, Milford MA 01757 S00 252 4752 This quotation is expressly conditioned upon, and subject to all terms and conditions set forth within Page: 3 / 5 21 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 WatersAccount : City of Fort Worth Police Dept Quotation number : 24044800 THE SCIENCE OF WHAT'S POSSIBLE Creation date 04/25/2025 Expiration date : 06/25/2025 Sales Proposal Please reference this Quotation when Purchase Order is issued Item Product# Qty Description 1 176003167 2 CORTECS C18+ Column, 904, 1.6 Nm, 2.1 mm X 50 mm, 3/pk �! TQ77/�.51fYC��L7}�'C Jl 2 186000307C 40 LCGC Certified Clear Glass 12 x 32 mm Screw Neck Vial, with Cap and Preslit PTFE/Silicone Septum, 2 mL Volume, 100/pk 3 700003616 2 Filter, Solvent Bottle, SS, PKG 7 4 205000343 2 Kit, ACQUITY Cal. In -Line Filter 5 700002775 2 KIT, FRIT AND NUT, 0.2UM, 2.IMM, PKG 5 Unit Price Discount/ Net Price Surcharge 3,060.00 - 703.80 122.40 4,957.20 77.00 - 17,71 2,371.60 750.00 - 172.50 1,155.00 328.00 - 85.28 485.44 170.00 - 39.10 261.80 Total Quotation in USD 9,231.04 (Excludes Taxes & Shipping) Waters Standard Terms and Conditions Freight Terms: FOB Shipping Point PaN ment Ternis: NET 30 DAYS Payment Terms Subject to Credit Review Waters Technologies Corporation dba Waters Corporation, 34 Maple St, Milford MA 01757 800 252 4752 This quotation is expressly conditioned upon, and subject to all terms and conditions set forth within Page: 2 / 5 22 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 Waters THE SCIENCE OF WHAT'5 PD55IBLE. Account : City of Fort Worth Police Dept Quotation number : 24044800 Creation date : 04/25/2025 Expiration date : 06/25/2025 Sales Proposal Please reference this Quotation when Purchase Order is issued 0 Waters General Sales Terms and Conditions THIS TRANSACTION IS EXPRESSLY CONDITIONED UPON AND SUBJECT TO ALL OF THE FOLLOWING TERMS AND CONDITIONS: 1. Acceptance - Buyer's acceptance of the offer to purchase the products and/or services set forth on the front page made by Waters Technologies Corporation d/b/a Waters Corporation (Waters) of this quotation shall create a contract subject to and expressly limited by the terms and conditions contained on this form. Acceptance of this quotation may only be made on the exact terms and conditions set forth on this quotation; if additional or different terms are proposed by Buyer, such additional or different terms shall not become a part of the contract formed by Buyer's acceptance of the quotation. Receipt of the products sold hereunder or commencement of the services provided hereunder shall be deemed acceptance of the terms and conditions of this quotation. I. Taxes and Payment - Any tax, duty, custom or other fee of any nature imposed upon this transaction by any federal, state or local governmental authority shall be paid by Buyer in addition to the price quoted. In the event Waters is required to prepay any such tax or fee, Buyer will reimburse Waters. Payment terms shall be net thirty (30) days after shipment and are subject to credit approval. An interest charge equal to 1 1/2% per month (1B% per Year) will be added to quotations outstanding beyond 30 days after shipment. In addition, Waters reserves the right, in its sole discretion, to require C.O.D. payment terms from any Buyer. Waters may also refuse to sell to any person until all prior overdue accounts are paid in full. 3. Delivery and Shipment - Delivery terms shall be F.O.B. Waters shipping point; identification of the products shall occur when they leave Waters shipping point at which time title and risk of loss shall pass to Buyer. All shipment costs shall be paid by Buyer and if prepaid by Waters the amount thereof shall be reimbursed to Waters. Waters will make reasonable commercial efforts to ship the products or provide the services hereunder in accordance with the delivery date set forth on the reverse side hereof provided, that Waters accepts no liability for any losses or for general, indirect special or consequential damages arising out of delays in deliveyry.4. the p yy roducts and/or rservices�orpupon c requets t and/or NO servicesshall WWARRANTY,, WHETHERPEXPRESS aOR5IMPLIED, IS MADE WITH RESPECT TOof which is Su ppEli PRODUCTS ed with the AND/OR SERVICES. WATERS EXPRESSLY EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Any model or sample furnished to the Buyer is merely illustrative of the general types and quality of goods and does not represent that the products will conform to the model or sample. Buyer's remedies under Waters warranty shall be limited to repair or replacement of the product or component which failed to conform to Waters applicable standard warranty. WATERS SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR ANY OTHER INDIRECT DAMAGES RESULTING FROM ECONOMIC LOSS OR PROPERTY DAMAGE SUSTAINED BY BUYER FROM THE USE OF ITS PRODUCTS OR SERVICES. 5. Returned Goods - Waters may, in its sole discretion, authorizeproduct returns in appropriate circumstances, subject to such conditions as Waters may specify. Any such return shall be subject to the express prior authorization of Waters and payment by Buyer of a restocking charge. No returns will be authorized after one hundred twenty �120) days following shipment to Buyer. 6. Technical Advice - Waters may, at Buyers request furnish technical assistance, advice and information with respect to the products if and to the extent that such advice, assistance and information is conveniently available. It is expressly agreed that there is no ealiggation to provide such information, which is provided without charge at the Buyer's risk, and which is PROVIDED WITHOUT WARRANTY OF ANY KIND AiVD IS SUBIECT TO THE WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY SET FORTH IN PARAGRAPH 4. 7, Waters Right of Possession, etc. - Buyer hereby grants Waters a purchase money security interest in the goads offered by this quotation to secure the due and punctual payment of the purchase price specified in this quotation. In the event of default by Buyer in any payment due Waters, Waters shall have the right, in addition to any other remedies it may have at law or in equity, to withhold shipment to recall goods in transit and retake the same, to repossess any goods which may be stared with Waters for Buyer's account without the necessity of Waters initiating any other proceedings. In addition, Waters shall have all of the rights and remedies of a secured party under the Massachusetts Uniform Commercial Code and may exercise all such rights and remedies in accordance therewith. Buyer shall execute such documents as Waters may request to effectuate the foregoing security interest. 8. Aggents, etc. - No agent, employee or other representative has the right to modify or expand Waters standard warranty applicable to the products andJor services or to make any representations as to the products other than those set forth in the applicable user or operator's guide delivered with the products, and any such affirmation representation or warranty, if made, should not be relied upon by Buyer and shall not form a part of contract between Waters and Buyer for the purchase of the products or services. 9. Fair Labor Standards - The products or services provided hereunder were produced and/or performed in compliance with the requirements of all sections of the Fair Labor Standards Act of 1938 as amended. 10. Equal Employment - Waters is an Equal Opportunity Employer. It does not discriminate in any phase of the employment process against any person because of race, color, creed, religion, national origin, sex, age, veteran or handicapped status. 11. Modifications, Waiver, Termination - The contract formed by Buyer's acceptance of this quotation may be modified and any breach thereunder may be waived only by a written and signed document by the party against whom enforcement thereof is sought. 12. Governing Law - The contract formed by Buyer's acceptance of this quotation shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, U.S.A. 13. Compliance with Laws - Buyer shall at all times comply with all applicable federal, state and local laws and regulations, including, without limitation, the provisions of the United States Export Control Laws as may be in effect for any of the products or services, and, if products or services hereunder are used in clinical applications, all applicable rules and regulations of the United States Food andDrug Administration and/or other domestic or international agencies with respect to the application of, as the case may be, Good Clinical Practices ("GCP"), Good Laboratory Practices ("GLP') or good Manufacturing Practices GMP ). 14. Additional Terms an Conditions - This quotation is also subject to any Waters Special Terms and Conditions applicable to the products or services offered by this quotation, which appear on the front of this quotation. Any variance from the terms and conditions of this quotation in any order or other written notification from Buyer, will be of no effect. Should Buyer order products or services through a Waters office located outside of the United States the terms and conditions of the quotation issued by the office outside of the United States shall govern such order. 15. Arbitration - Any and all disputes or controversies arising in connection with the contract formed by Buyer's acceptance of this quotation or the sale of products and/or performance of the services shall be resolved by final and binding arbitration in Boston, Massachusetts, under the rules of the American Arbitration Association then obtaining. The arbitrators shall have no power to add to, subtract from or modify any of these terms or conditions of this contract. Any award rendered in such arbitration may be enforced by either party in either the courts of the Commonwealth of Massachusetts or in the United States District Court for the District of Massachusetts, to whose jurisdiction for such purposes Waters and Buyer each hereby irrevocably consents and submits. 16. Software - To the extent there is any software included with the products, the software is being licensed, not sold and all rights, title and interest therein shall remain with Waters. Use of the software shall be in accordance with the applicable software license delivered with the products. U.S. Government Restricted Rights - RESTRICTED RIGHTS LEGEND. Use, duplication or disclosure by the Government is sub It to restrictions as set forth in subparagraph (c)(1)(h) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at 48 CFR 52.227-19, as applicable. 17. Force Majeure - Waters shall have no liability far failure toperform, or delay in performance, in the delivery of any and all equipment manufactured or sold by Waters including instruments, supplies, components, systems, chemistry, accessories, replacement spare parts, or any and all services provided by Waters, caused by circumstances bond its reasonable control including, but not limited to, acts of God acts of nature floods, fire, explosions, war or military mobilization, United Seytates governmental action or inaction, request of governmental authority, delays of any kind in transportation or inability to obtain material or equipment, acts of other governments, strikes, or labor disturbances. 18. Diagnostic Products - Buyer acknowledges and agrees that only those products which are labeled and identified as in vitro diagnostic ("IVD") Waters Technologies Corporation dba Waters Corporation, 34 Maple St, Milford MA 01757 SOD 252 4752 This quotation is expressly conditioned upon, and subject to all terms and conditions set forth within Page: 4 / 5 23 Revised 3.11.20tp Docusign Envelope ID: FD18B78B-EAC7-40BE-9A2C-3D73900EB427 Waters THE SCIENCE OF WHAT'5 PDS5IBLE. Account : City of Fort Worth Police Dept Quotation number : 24044800 Creation date : 04/25/2025 Expiration date : 06/25/2025 Sales Proposal Please reference this Quotation when Purchase Order is issued Waters General Sales Terms and Conditions devices are intended to be used for IVD purposes. Buyer acknowledges and agrees that any products that are not labeled and identified as NDs are general laboratory products intended for research and other general scientific uses and are not for use in 1VD procedures, 19.Software as a Service (SaaS) - Notwithstanding any other term of this quotation to the contrary, all purchases of and access to Waters' SaaS offerings contained within this qquotation are governed solely by the terms and conditions of the Software as a Service (SaaS) Agreement located at: https://waters.policytech. com/d otNet/documents/?docid =1178&public—true. The terms and conditions of the Software as a Service (SaaS) Agreement are hereby incorporated into this quotation by reference. No other terms or conditions (including, without limitation, the other Waters General Sales Terms and Conditions in this quotation above, any terms in Buyer's purchase order, nor any license agreement) will apply to your order of Waters' SaaS offerings, unless expressly stated otherwise in the Software as a Service (SaaS) Agreement. By issuing a purchase order in res Dose to this quotation or otherwise receiving, accessing, or using any of Waters' SaaS offerings, you confirm acceptance of the Software as a Service SaaS) Agreement as the exclusive document governing your access and use of the Waters SaaS offering and the parties' relationship with regard to the same without modification. Additional or different terms contained in Buyer's purchase order, any other Buyer document, or Waters' invoice will not be binding on the parties, are void and of no force or effect, and the parties hereby reject such additional or different terms. These conditions form part of the contract to the exclusion of all other terms and conditions (including any terms or conditions which Buyer purports to apply under any purchase order, confirmation of order, specification or other document) unless expressly stated otherwise in the Software as a Service (SaaS) Agreement, Waters Technologies Corporation dba Waters Corporation, 34 Maple St, Milford MA 01757 SOD 252 4752 This quotation is expressly conditioned upon, and subject to all terms and conditions set forth within Page: 5 / 5 24 Revised 3.11.20tp