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HomeMy WebLinkAbout065406 - General - Contract - Biotage LLCCSC No. 65406 FORT WORTH. VENDOR SERVICES AGREEMENT This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home -rule municipal corporation, acting by and through its duly authorized Assistant City Manager, and Biotage LLC ("Vendor"), authorized to conduct business in Texas with its principal place of business at ADDRESS. City and Vendor are each individually referred to as a "party" and collectively referred to as the "parties." The term "Vendor" shall include Vendor, its officers, agents, employees, representatives, contractors or subcontractors. The term "City" shall include its officers, employees, agents, and representatives. CONTRACT DOCUMENTS: OFFICIAL RECORD The contract documents shall include the following: CITY SECRETARY 1. This Vendor Services Agreement; FT. WORTH, TX 2. Attachment A — Vendor's Written Quote; 3. Attachment B — Vendor's Terms and Conditions; and 4. Attachment C — Vendor's Sole Source Letter Attachments A, B and C are attached hereto and incorporated herein for all purposes. In the event of a conflict of terms or conditions contained in any of the Attachments, those recited in this Vendor Services Agreements shall control. 1. Scope of Services. This agreement is for the Purchase of Preventative Maintenance and Repair Services for the Biotage Horizon3100, Biotage Horizon 500 Equipment and Instruments at the Water Laboratory Facility located at 2600 SE Loop 820, Fort Worth, Texas 76140 ("Services"), which are set forth in more detail in Attachment A. 2. Term. The term of this Agreement begins 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. City 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"). 3. Delivery Terms and Transportation Charges. Freight terms shall be F.O.B., Destination, Freight Prepaid and Allowed. 4. Compensation. 3.1 Total compensation under this Agreement Annually will not exceed Ninety -Five Thousand Dollars anti Zero cents ($95,000.00). 3.2 City will pay Vendor in accordance with the Prompt Payment Act (Chapter 2251 of the Texas Government Code) and the provisions of this Agreement, including Attachment A. Vendor Services Agreement Page 1 of 11 3.3 Vendor will not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City will not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -Appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to the effective date of termination and Vendor will continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Vendor will provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor will return all City -provided data to City in a machine-readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Vendor, for itself and its officers, agents and employees, agrees that it will treat all information provided to it by City ("City Information") as confidential and will not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all records held or maintained for City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary, City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure to the Texas Attorney General. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor must notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Vendor Services Agreement Page 2 of 11 Vendor will, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and will fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after final payment under this Agreement, 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 Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City will give Vendor reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Vendor will operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City will in no way be considered a co -employer or a joint employer of Vendor or any officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers, agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees, or contractors. 8. Liability and Indemnification. 8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, REPRESENTATIVES, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND CITY, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, 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 VENDOR, ITS OFFICERS, AGENTS, REPRESNTATIVES, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS Vendor Services Agreement Page 3 of 11 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — VENDOR AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR A CTIONA GAINST CITY FOR INFRINGEMENT OFANYPATENT, COPYRIGHT, TRADE MARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM CITY'S USE OF THE SOFTWARE OR DOCUMENTATION IN ACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE OR PAY WILL NOT APPLYIF CITYMODIFIES OR MISUSES THE SOFTWARE AND/OR DOCUMENTATION. SO LONG AS VENDOR BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST CITY PURSUANT TO THIS SECTION, VENDOR WILL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, CITY WILL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LAWSUIT AS NECESSARY TO PROTECT CITY'S INTEREST, AND CITY AGREES TO COOPERATE WITH VENDOR INDOINGSO. IN THE EVENT CITY, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST CITY FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, CITY WILL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTIONAND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM, HOWEVER, VENDOR WILL FULLY PARTICIPATE AND COOPERATE WITH CITY IN DEFENSE OF SUCH CLAIM OR ACTION. CITYAGREES TO GIVE VENDOR TIMELY WRITTENNOTICE, OFANYSUCH CLAIM OR ACTION, WITH COPIES OFALL PAPERS CITYMAYRECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, CITY'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES WILL NOT ELIMINATE VENDOR'S DUTY TO INDEMNIFY CITY UNDER THIS AGREEMENT. IF THE SOFTWARE AND/OR DOCUMENTATION OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED OR, IF AS A RESULT OF A SETTLEMENT OR COMPROMISE, SUCH USE IS MATERIALLYADVERSELY RESTRICTED, VENDOR WILL, AT ITS OWN EXPENSE AND AS CITY'S SOLE REMEDY, EITHER: (A) PROCURE FOR CITY THE RIGHT TO CONTINUE TO USE THE SOFTWARE AND/OR DOCUMENTATION, OR (B) MODIFY THE SOFTWARE AND/OR DOCUMENTATION TO MAKE IT NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MA TERIALLY ADVERSELY AFFECT CITY'SAUTHORIZED USE OF THE SOFTWARE AND/OR DOCUMENTATION, OR (C) REPLACE THE SOFTWARE AND DOCUMENTATION WITH EQUALLYSUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING SOFTWARE AND DOCUMENTATION AT NO ADDITIONAL CHARGE TO CITY, OR (D) IF NONE OF THE FOREGOING ALTERNATIVES IS REASONABLY AVAILABLE TO VENDOR TERMINATE THIS AGREEMENT, AND REFUND ALL AMOUNTS PAID TO VENDOR BY CITY, SUBSEQUENT TO WHICH TERMINATION CITY MAY SEEK ANYAND ALL REMEDIES AVAILABLE TO CITY UNDER LAW. 9. Assignment and Subcontracting. 9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee will execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor Services Agreement Page 4 of 11 Vendor and Assignee will be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute a written agreement with Vendor referencing this Agreement under which subcontractor agrees to be bound by the duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor must provide City with a fully executed copy of any such subcontract. 10. Insurance. Vendor must provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any Services pursuant to this Agreement: 10.1 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 will be on any vehicle used by Vendor, or its employees, agents, or representatives in the course of providing Services under this Agreement. "Any vehicle" will 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 Services are 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 must 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 must be submitted to City to evidence coverage. Vendor Services Agreement Page 5 of 11 10.2 General Requirements (a) The commercial general liability and automobile liability policies must name City as an additional insured thereon, as its interests may appear. The term City includes its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy must include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage must be provided to City. Ten (10) days' notice will be acceptable in the event of non-payment of premium. Notice must be sent to the Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, 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 City to request required insurance documentation will not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance will be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist from and correct the violation. 12. Non -Discrimination Covenant. Vendor, for itself, its personal representatives, assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it will 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 VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement will 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: Vendor Services Agreement IPage 6 of 11 To CITY: City of Font Worth Attn: Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102 With copy to the Fort Worth City Attorney's Office at the same address To VENDOR: Biotage LLC Eberhard Rau, Chief Financial Officer 10430 Harris Oaks Blvd., Suite C Charlotte, NC 28269 14. Solicitation of Employees. Neither City nor Vendor will, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law / Venue. This Agreement will be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. 19. Force Maieure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the party whose Vendor Services Agreement Page 7 of 11 performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice required by this section must be addressed and delivered in accordance the notice section of this Agreement. 20. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only, will not be deemed a pail of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement, including the attached exhibits. 22. Amendments / Modifications / Extensions. No amendment, modification, or extension of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including the attached exhibits, contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 25. Warranty of Services. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor's option, Vendor will either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming services. 26. Immigration and Nationality Act. Vendor must 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 City, Vendor will provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. Ownership of Work Product. City will be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation that are created, published, displayed, or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, City Vendor Services Agreement Page 8 of 11 will be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product will inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the Work Product will be considered a "work -made - for -hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work -made -for -hire" within the meaning of the Copyright Act of 1976, as amended, Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 28. Signature Authority. The person signing this Agreement hereby warrants that they have the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Company Name or Ownership. Vendor must notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation may adversely impact invoice payments. 30. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City 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 this Agreement. The terms "boycott Israel" and "company" have the meanings ascribed to those terms in Chapter 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 31. Prohibition on Boycotting Energy Companies, If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City 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 Vendor that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 32. Prohibition on Discrimination Against Firearm and Ammunition Industries. If Vendor has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 Vendor Services Agreement Page 9 of 11 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 Vendor 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 this Agreement 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, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (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. 33. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. (signahn•e page follows) (renhain(ler of this page intentionally left blank) Vendor Services Agreement Page 10 of 11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: By: C>9�_� Name: Jesica McEachern Title: Assistant City Manager 06/22/2026 Date: VENDOR: Biotage LLC: By: Name: Eberhard Rau Title: Chief Financial Officer Date: 6-16-26 FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: Cfwristopher Harde Jun 17, 2026 2:47:57 CDT) Name: ;Christopher Harder, P.E. Title: Water Department Director Attest: By: Name: Title: 4,ogv'aupIl p�� �FORt�9Pd O�o e-0d OVo o=d° °° 4�° � � aQQnrFzi+544p �nR4044 Jannette Goodall City Secretary Contract Authorization: M&C: Not Required. Date M&C Approved: Not Required. Form 1295: Not Required. 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: P U)4&e)L Name: Patty Man ilson Title: Contract Services Administrator Approved as to Form and Legality: By: Douglas Black (Jun 18, 2026 14:41:50 CDT) Name: Douglas Black Title: Senior Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Vendor Services Agreement Page 11 of 11 Attachment A Biotage Customer Information Account Name City of Fort Worth Water and Wastewater Central Laboratory - Fort Worth TX Account Number 28955 Ship To 2600 SE Loop 820 Fort Worth, Texas 76140 United States Quote Information Quote Name COFort Worth Water -Multiple Systems -Kara Burkett Service 2026 - 94635 Quote Version 1 Quote Number 94635 Created Date 4/6/2026 Expiration Date 7/6/2026 Application Type Environmental - Non -Drinking Water Quote Line Items Contact Name Kara Burkett Phone (817) 392-5915' Email kara.burkett@fortworthtexas.gov Prepared By Samantha Edwards Email samantha.edwards@biotage.com Phone (704) 654-4879 e Payment Terms Net 30 days Shipping Prepaid & Add FOB Terms Origin Service Agreement - Priority - USD USD SER-5000SPE-SAP 1.00 SN: 20-1208 8/1/2026 7/31/2027 5.00% Biotage® Horizon 5000 5,411.00 5,140.45 Service Agreement - Priority - USD USD SER-5000SPE-SAP 1.00 SN: 20-1209 8/1/2026 7/31/2027 5.00% Biotage® Horizon 5000 5,411,00 5,140.45 Extended Life Priority - Biotage® USD USD SER-5000SPE-SAPX 1.00 SN: 19-1133 8/1/2026 7/31/2027 5.00% Horizon 5000 5,958.00 5,660.10 Extended Life Priority - Biotage® USD USD SER-5000SPE-SAPX 1.00 SN: 19-1134 8/1/2026 7/31l2027 5.00% Horizon 5000 5,958.00 5,660.10 Extended Life Priority - Biotage® USD USD SER-5000SPE-SAPX 1.00 SN: 19-1135 8/1/2026 7/31/2027 5.00% Horizon 5000 5,958.00 5,660.10 Extended Life Priority- Biotage® USD USD SER-3100EXT-SAPX 1.00 Horizon 3100 SN: 18-0240 8/1/2026 7/31/2027 5,456.02 5.00% 5,183.22 Extended Life Factory - Biotage® USD USD SER-3100CNT-SAFX 1.00 SN:18-0253 8/1/2026 7/31/2027 1,071.61 5.00% Horizon 3100 CNT 1,018.03 Extended Life Priority - Biotage® USD USD SER-3100EXT-SAPX 1.00 SN: 17-0173 8/1/2026 7/31/2027 5,510.58 5,00% Horizon 3100 5,235.05 Extended Life Factory - Biotage@ USD USD SER-3100CNT-SAFX 1.00 SN: 17-0177 8/1/2026 7/31/2027 1,082.33 5.00% Horizon 3100 CNT 1,028.21 Service Agreement - Priority - USD USD SER-DVC-SAP 1.00 SN: 20-1526 8/1/2026 7/31/2027 5.00% DryVap@ 3,535.00 3,358.25 Service Agreement - Priority - USD USD Biotage 10430 Harris Oaks Blvd., Suite C Charlotte, NC 28269 USA Tel:800-446-4752 Fax:434-296-8217 Submit Orders To: ordermailbox@biotage.com Please refer to quotation number on all orders, inquiries and correspondence. Biotage SER-DVC-SAP 1.00 DryVap@ SN:21-1534 8/1/2026 7/31/2027 3,535.00 5.00% 3,358.25 Service Agreement - Priority - SN: USD USD SER-TV-SAP 1.00 8/1/2026 7/31/2027 5.00% TurboVap@ 204501952 2,156.00 2,048.20 Service Agreement - Priority - SN: USD USD SER-TV-SAP 1.00 8/1/2026 7/31/2027 5.00% TurboVap@ 203401837 2,156.00 2,048.20 Service Agreement - Priority - SN: USD USD SER-TV-SAP 1.00 8/1/2026 7/31/2027 5.00% TurboVap@ 212202351 2,156.00 2,048.20 Extended Life Factory - Biotage@ USD USD SER-VAP-SAFX 1.00 SpeedVap@ SN: 18-0133 8/1/2026 7/31/2027 842.34 5.00% 800.22 Extended Life Factory - Biotage@ USD USD SER-VAP-SAFX 1.00 SN: 18-0134 8/1/2026 7/31/2027 842.34 5.00% SpeedVap@ 800.22 Invoice 1 due on or before 7/31/2026 $54,187.25 Extended Life Priority - Biotage@ USD USD SER-5000SPE-SAPX 1.00 Horizon 5000 SN: 20-1208 8/1/2027 7/31/2028 6,017.58 5 00% 5,716.70 Extended Life Priority - Biotage@ USD USD SER-5000SPE-SAPX 1.00 SN: 20-1209 8/1/2027 7/31/2028 6,017.58 5 00% Horizon 5000 5,716.70 Extended Life Priority - Biotage@ USD USD SER-5000SPE-SAPX 1.00 Horizon 5000 SN: 19-1133 8/1/2027 7/31/2028 6,255.90 5.00% 5,943.11 Extended Life Priority - BiotageO USD USD SER-5000SPE-SAPX 1.00 SN: 19-1134 8/1/2027 7/31/2028 6,255.90 5.00% Horizon 5000 5,943.11 Extended Life Priority - Biotage@ USD USD SER-5000SPE-SAPX 1.00 SN: 19-1135 8/1/2027 7/31/2028 6,255.90 5.00% Horizon 5000 5,943.11 Extended Life Priority - Biotage@ USD USD SER-3100EXT-SAPX 1.00 SN: 18-0240 8/1/2027 7/31/2028 5,729.01 5.00% Horizon 3100 5,442.56 Extended Life Factory - Biotage@ USD USD SER-310OCNT-SAFX 1.00 SN: 18-0253 8/1/2027 7/31/2028 5.00% Horizon 3100 CNT 1,125.19 1,068.93 Extended Life Priority - Biotage@ USD USD SER-3100EXT-SAPX 1.00 SN: 17-0173 8/1/2027 7/31/2028 5.00% Horizon 3100 5,786.11 5,496.80 Extended Life Factory - Biotage@ USD USD SER-310OCNT-SAFX 1.00 SN: 17-0177 8/1/2027 7/31/2028 5.00% Horizon 3100 CNT 1,136.45 1,079.63 USID USID SER-DVC-SAPX 1.00 Extended Life Priority- DryVap@ SN: 20-1526 8/1/2027 7/31/2028 5.00% 3,824 10 3,632 90 Service Agreement - Priority - USD USD SER-DVC-SAP 1.00 SN: 21-1534 8/1/2027 7/31/2028 5.00% DryVap@ 3,711.75 3,526.16 Service Agreement - Priority - SN: USD o USD SER-TV-SAP 1.00 TurboVap@ 204501952 8/112027 7/31/2028 2 263.80 5.00 /a 2,150.61 Service Agreement - Priority - SN: USD USD SER-TV-SAP 1.00 8/1/2027 7/31/2028 o 5.00% TurboVap@ 203401837 2263.80 2150.61 Service Agreement - Priority - SN: USD USD SER-TV-SAP 1.00 8/1/2027 7/31/2028 5.00% TurboVap@ 212202351 2,263.80 2,150.61 Extended Life Factory- Biotage@ USD USD SER-VAP-SAFX 1.00 SN: 18-0133 8/1/2027 7/31/2028 5.00% SpeedVap@ 884.46 840.24 Biotage 10430 Harris Oaks Blvd., Suite C Charlotte, NC 28269 USA Tel:800-446-4752 Fax:434-296-8217 Submit Orders To: ordermailbox@biotage.com Please refer to quotation number on all orders, inquiries and correspondence. Biotage SER-VAP-SAFX SER-5000SPE-SAPX SER-5000SPE-SAPX SER-5000SPE-SAPX SER-5000SPE-SAPX SER-5000SPE-SAPX SER-3100EXT-SAPX SER-310OCNT-SAFX SER-3100EXT-SAPX SER-310OCNT-SAFX SER-DVC-SAPX SER-DVC-SAPX SER-TV-SAP SER-TV-SAP SER-TV-SAP SER-VAP-SAFX SER-VAP-SAFX SER-5000SPE-SAPX SER-5000SPE-SAPX 1.00 Extended Life Factory - Biotage@ SN: 18-0134 8/1/2027 17/31/2028 USD 5.00% USD SpeedVap@ 884.46 840.24 Invoice 2 invoices on 7/31/2027 $57,642.02 Extended Life Priority - Biotage@ USD USD 1.00 Horizon 5000 SN: 20-1208 8/1/2028 7/31/2029 6,318.46 5.00% 6,002.54 Extended Life Priority - Biotage@ USD USD 1.00 Horizon 5000 SN: 20-1209 8/1/2028 7/31/2029 6,318.46 5.00% 6,002.54 Extended Life Priority - Biotage@ USD USD 1.00 SN: 19-1133 8/1/2028 7/31/2029 6,568.70 5.00% Horizon 5000 6,240.27 Extended Life Priority- Biotage@ USD USD 1.00 SN: 19-1134 8/1/2028 7/31/2029 6,568.70 5.00% Horizon 5000 6,240.27 Extended Life Priority - Biotage@ USD USD 1.00 SN: 19-1135 8/1/2028 7/31/2029 6,568.70 5.00% Horizon 5000 6,240.27 Extended Life Priority- Biotage@ USD USD 1.00 SN: 18-0240 8/1/2028 7/31/2029 6,015.46 5.00% Horizon 3100 5,714.69 Extended Life Factory - Biotage@ USD USD 1.00 Horizon 3100 CNT SN: 18-0253 8/1/2028 7/31/2029 1,181.45 5.00% 1,122.38 Extended Life Priority- Biotage@ USD USD 1.00 Horizon 3100 SN: 17-0173 8/1/2028 7/31/2029 6,075.42 5.00%° 5,771.65 Extended Life Factory - Biotage@ USD USD 1.00 Horizon 3100 CNT SN: 17-0177 8/1/2028 7/31/2029 1,193.27 5.00% 1,133.61 US US 1.00 Extended Life Priority- DryVap@ SN: 20-1526 8/1/2028 7/31/2029 4,01531D 5.00% 3,814 5D USD 1.00 Extended Life Priority - DryVap@ SN: 21-1534 8/1/2028 7/31/2029 3,897.34D 897 3D 5.00% 3,702.47 Service Agreement - Priority - SN: USD USD 1.00 8/1/2028 7/31/2029 2,376.99 5.00% TurboVap@ 204501952 2,258.14 Service Agreement - Priority - SN: USD USD 1.00 TurboVap@ 203401837 8/1/2028 7/31/2029 2,376.99 5.00% 2,258.14 Service Agreement - Priority - SN: USD USD 1.00 TurboVap@ 8/1/2028 7/31/2029 2,376.99 5.00% 212202351 2,258.14 Extended Life Factory - Biotage@ USD USD 1.00 SpeedVap® SN: 18-0133 8/1/2028 7/31/2029 g28 68 5.00% 882.25 Extended Life Factory -Biotage@ USD USD 1.00 SpeedVap@ SN: 18-0134 8/1/2028 7/31/2029 928.68 5.00% 882.25 Invoice 3 invoices on 7/31/2028 $60,524.15 Extended Life Priority - Biotage@ USD USD 1.00 Horizon 5000 SN: 20-1208 8/1/2029 7/31/2030 6,634.38 5.00% 6,302.66 Extended Life Priority- Biotage@ USD USD 1.00 Horizon 5000 SN: 20-1209 8/1/2029 7/31/2030 6,634,38 5.00% 6,302.66 Extended Life Priority - Biotage@ USD ; I USD Biotage 10430 Harris Oaks Blvd., Suite C Charlotte, NC 28269 USA Tel:800-446-4752 Fax:434-296-8217 Submit Orders To: ordermailbox@biotage.com Please refer to quotation number on all orders, inquiries and correspondence. Biotage SER-5000SPE-SAPX SER-5000SPE-SAPX SER-5000SPE-SAPX SER-3100EXT-SAPX SER-3100CNT-SAFX SER-3100EXT-SAPX SER-3100CNT-SAFX SER-DVC-SAPX SER-DVC-SAPX SER-TV-SAP SER-TV-SAP SER-TV-SAP SER-VAP-SAFX SER-VAP-SAFX 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 Horizon 5000 Extended Life Priority - Biotage@ Horizon 5000 Extended Life Priority - Biotage@ Horizon 5000 Extended Life Priority - Biotage@ Horizon 3100 Extended Life Factory - Biotage@ Horizon 3100 CNT Extended Life Priority - Biotage@ Horizon 3100 Extended Life Factory - Biotage@ Horizon 3100 CNT Extended Life Priority - DryVap@ Extended Life Priority - DryVap@ Service Agreement - Priority - TurboVap@ Service Agreement - Priority - TurboVap@ Service Agreement - Priority - TurboVap@ Extended Life Factory - Biotage@ SpeedVap@ Extended Life Factory - Biotage@ SpeedVap@ Invoice 4 invoices on 7/31/2029 Additional Notes SC —Renewal Contract *Special Multiple Year Discount Applied Invoiced yearly: (All years must be on purchase order) Invoice 1: $ 54,187.25 (due on or before 7/31/2026) Invoice 2: $ 57,642.02 (Invoices on 7/31/2027) Invoice 3: $ 60,524.15 (Invoices on 7131/2028) Invoice 4: $ 63,550.31 (Invoices on 7/31/2029) SN: 19-1133 SN: 19-1134 SN: 19-1135 SN: 18-0240 SN: 18-0253 SN: 17-0173 SN: 17-0177 SN: 20-1526 SN: 21-1534 SN: 204501952 SN: 203401837 SN: 212202351 SN: 18-0133 SN: 18-0134 8/1 /2029 8/1/2029 8/1 /2029 8/1 /2029 8/1 /2029 8/1 /2029 8/1 /2029 8/1 /2029 8/1 /2029 8/1 /2029 8/ 1 /2029 8/1 /2029 811 /2029 8/1 /2029 Subtotal Total Discount Total 7/31 /2030 7/31 /2030 7/31/2030 7/31 /2030 7/31 /2030 7/31 /2030 7/31 /2030 7/31 /2030 7/31 /2030 7/31 /2030 7/31 /2030 7/31 /2030 7/31 /2030 7/31 /2030 Biotage 10430 Harris Oaks Blvd., Suite C Charlotte, NC 28269 USA Tel:800-446-4752 Fax:434-296-8217 Submit Orders To: ordermailbox@biotage.com Please refer to quotation number on all orders, inquiries and correspondence. 6,897.14 USD 6,897.14 USD 6,897.14 USD 6,316.23 USD 1,240.52 USD 6,379.19 USD 1,252.93 USD 4,216.08 USD 4,092.21 USD 2,495.84 USD 2,495.84 USD 2,495.84 USD 975.11 USD 975.11 5.00% 6,552.28 5.00% USD 6,552.28 5.00% USD 6,552.28 5.00% USD 6,000.42 5.00% USD 1,178.49 5.00% USD 6,060.23 5.00% USD 1,190.28 5.00% USD 4,005.28 5.00% USD 3,887.60 5,00% USD 2,371.05 5.00% USD 2,371.05 5.00% USD 2,371.05 5.00% USD 926.35 5.00% USD 926.35 $63,550.31 USD 248,319.71 USD 12,415.98 USD 235,903.73 Biotage SN: 20-1526 Dry Vap SN: 21-1534 Dry Vap SN: 18-0240 (3100) SN: 17-0173 (3100) SN: 204501952 TV SN: 203401837 TV SN: 212202351 TV SN: 19-1133 (5000) SN: 19-1134 (5000) SN: 19-1135 (5000) SN: 20-1208 (5000) SN: 20-1209 (5000) *Priority Service Includes: - All Service Parts, Travel & Labor - Annual PM - REQUIRES FULL YEAR COVERAGE - Non -Optional System Upgrades - Hardware & Software - All Required System Calibrations - Unlimited toll -free phone and email support - Manufacturer factory -trained technicians - Target Response 3 days for Down System Calls SN: 18-0253 Controller SN: 17-0177 Controller SN: 18-0133 Speed Vap SN: 18-0134 Speed Vap *Factory Service Includes: - All Service Parts, Return Shipping & Factory Labor - Annual Factory PM - REQUIRES FULL YEAR COVERAGE - Non -Optional System Upgrades - Hardware & Software - All Required System Calibrations - Unlimited toll -free phone and email support - Manufacturer factory -trained technicians - Return Shipping Charges from Factory - Loaner systems are not provided with service agreements *Should any Biotage system be traded -in while covered under a Service Agreement, its remaining contract coverage period (time period) will be transferred to the new instrument and the remaining coverage will continue upon the conclusion of the new systems warranty as outlined in new system quotation. **System Pre -Inspection is NOT required if PO is received by 7/31/2026. **Should coverage lapse, a Pre -inspection will be required prior to coverage resuming later and will involve billable travel & labor charges at rated listed above as well as all service parts needed to bring system back up to factory condition. Terms and Conditions Unless Biotage has entered into a separate written agreement with you for the supply of goods and services, acceptance of this quote implies your acceptance of the Biotage's Terms and Conditions of Sales (see https://www.biotage.com/legal-terms?p=termsandconditions). Biotage 10430 Harris Oaks Blvd., Suite C Charlotte, NC 28269 USA Tel:800-446-4752 Fax:434-296-8217 Submit Orders To: ordermailbox@biotage.com Please refer to quotation number on all orders, inquiries and correspondence. Biotage Biotage imposes a processing fee for all MasterCard, Visa, and American Express credit card transactions. Biotage 10430 Harris Oaks Blvd., Suite C Charlotte, NC 28269 USA Tel:800-446-4752 Fax:434-296-8217 Submit Orders To: ordermailbox@biotage.com Please refer to quotation number on all orders, inquiries and correspondence. Attachment B Biotage LLC Terms & Conditions of Sale 1. GENERAL 1.1 In these Terms & Conditions: The Buyer or Customer means the person, firm, company or other organization who or which has ordered Products from the Company; The Company means Biotage LLC, a Delaware corporation existing under the laws of Delaware and any Affiliates to the Company; Affiliates means any corporation, partnership or other entity that controls, is controlled by, or is under common control with the Company, a corporation or other entity shall be regarded as in control of another corporation or entity if it owns, directly or indirectly, at least fifty percent (50%) of the voting or equity rights of the other corporation or entity authorized to cast votes in any election of directors or, in the case of a non -corporate entity, with the power to direct the management and policies of such non -corporate entity; The Contract means any contract for the sale and purchase of Products between the Company and the Buyer being any quotation of the Company which is accepted by the Buyer or any order of the Buyer's which is accepted by the Company whichever first occurs; The Consumables means Products used for sample preparation, Cartridges and accessories used for chromatography, vials and accessories used for synthesis; The System means instrumentation products; The Biotage Software means any software used in Biotage instrumentation and in companion with instrumentation; The Goods means all items manufactured or supplied by the Company including the Consumables, the Systems and the Biotage Software; and The Products means any Goods agreed to be supplied by the Company. 1.2 These Terms & Conditions shall be incorporated into each Contract and shall govern each Contract. These Terms & Conditions may not be varied or waived except with the express written agreement of the Company. The failure of the Company to enforce its rights under the Contract at any time for any period of time shall not be construed as a waiver of any such rights. 2. PRICES AND QUOTATIONS 2.1 The price of the Products will be the Company's quoted price in the currency pursuant to the local price list, exclusive of any duties, value added or other taxes. All quotations issued by the Company for the supply of Products shall remain open for acceptance for the period stated in the quotation or, if none is stated, for thirty (30) days. In all other cases, prices payable are those currently in effect. Unless otherwise agreed in writing, extra charges will be made for all Effective as of 1 July2022 applicable handling, freight, content, packaging, insurance or similar costs and a handling charge may be made for small orders. 2.2 The Company shall not modify prices at any time before delivery to the Buyer unless to reflect any changes to its costs resulting from any alteration in or addition to the Buyer's requirements. 3. PAYMENT 3.1 Unless otherwise agreed in writing, payment in full shall be made to the Company in the currency invoiced no later than thirty (30) days from the date of invoice. 3.2 In addition to the prices invoiced, the Customer shall pay any tax, duty, custom or other fee of any nature imposed upon the transaction by any federal, state or local government authority. In the event the Company is required to prepay any such tax or fee, the Customer shall reimburse the Company. -4n-the ev,ent-of-late payment the-Gompany rm � s the right (+) to-suspend-deliveraes-and/or-c-ancel-�-+ts out-stariding-obl+gat-iews;- and (ii) to-charge-ir�ter�t-at-an-annual rate equal to -12 %-an-all-unpaid-amounts calculated or a day to day—bas -until-the actual date- of payment. 3.4 Customers must themselves pay any bank charges that are incurred in making the payment. Full payment instructions are set out on the invoice. 4. CHANGES AND RETURNS 4.1 The Company reserves the right to make any change on prior notice in the specification of the Products, which does not materially affect the performance or price thereof. The Buyer shall confirm or cancel any order promptly on receipt of such notice. The absence of such Buyer's confirmation or cancellation shall be deemed as acceptance of change of Product specification. 4.2 Returns of any Product must be authorized by the Company in advance. The Company shall be contacted for a return authorization number and shipping instructions. A restocking charge will be applied to shipments returned for exchange or credit. S. DELIVERY 5.1 The Company will select the method of shipment and the carrier to be used, unless otherwise agreed. Unless otherwise agreed, shipment will be FOB Shipping Point. The Company will not be responsible for any loss or damage to the Products following delivery to the carrier. Damaged items cannot be returned without authorization. 5.2 If the Buyer fails to accept delivery of the Products within a reasonable period after receiving notice from the Company that they are ready for delivery, the Company may dispose of or store the Products at the Buyer's expense. 5.3 The Company will use all reasonable endeavors to avoid delay in delivery on the notified delivery dates. Failure to deliver by the specified date will not be a sufficient cause for cancellation, nor will the Company be liable for any direct, indirect, consequential or economic loss due to delay in delivery. 5.4 The Buyer shall notify the Company within five (5) working days in writing of any short delivery or defects reasonably discoverable on careful examination. The Company's sole obligation shall be, at its option, to replace or repair any defective Products or refund the purchase price of any undelivered Products. 5.5 Where delivery of any Product requires an export license or other authorization before shipment, the Company shall not be responsible for any delay in delivery due to delay in, or refusal of, such license or authorization. 6. RISK AND TITLE 6.1 The Buyer shall bear the risk of loss to the Products after delivery to the carrier. Full legal and equitable title and interest in the Products shall pass to the Buyer on delivery to the carrier. 6.2 To the extent there is any software included with the Products, the software is being licensed to the Buyer, not sold; and all right, title and interest therein shall remain in Company or its licensors. Use of such software shall be in accordance with the software license delivered with the applicable Product. 7. RESTRICTED USE 7.1 With respect to certain Products, use restrictions are a condition to the purchase which Buyer must satisfy by strictly abiding by the restriction as set forth in the Company's catalogue and/or on the Product and accompanying documentation. In no event shall Products stipulated by Company as intended for research and development use be used in a manufacturing process or in manufactured products or in human subjects. The Products shall in no event be used in medical or clinical applications, unless otherwise expressly stated by the Company, and Buyer is solely liable to ensure compliance with any regulatory requirements related to the Buyer's use of Products. 7.2 Any warranty granted by Company to the Buyer shall be deemed void if any Products Effective as of 1 July2022 covered by such warranty are used for any purpose not permitted hereunder. 7.3 The Buyer shall indemnify Company and hold Company harmless from and against any and all claims, damages, losses, costs, expenses and other liability of whatever nature that Company suffers or incurs by reason of any such unintended use. 8. WARRANTY 8.1.1 Consumables. The Company warrants that its Consumables meet the Company's specifications at the time of shipment. All warranty claims on Products must be made in writing and delivered to the Company within thirty (30) days of receipt of the Products ("Warranty Period"). The Company's sole liability and Buyer's exclusive remedy for a breach of this warranty is limited to replacement or refund at the sole option of the Company. 8.1.2 Systems. The Company warrants for a period of twelve (12) months from the date of installation or thirteen (13) months from date of shipments ("Warranty Period"), whichever is earlier, that its Systems shall be free from defects in material and workmanship under normal use and service and when used in compliance with the applicable operating instructions. The Company's sole liability and Buyer's exclusive remedy for a breach of this warranty is limited to replacement, repair or refund at the sole option of the Company. This warranty does not apply to any consumable items included in the System such as, but not limited to, tubing, fittings, o-rings and gaskets, or any other part that comes in contact with the sample path. This warranty does not apply to any computer hardware delivered for use with the System. Such computer hardware will be subject to applicable manufacturer's warranties if any. 8.1.3 Software. The Company warrants for a period of twelve (12) months from the date of shipment ("Warranty Period") that the Biotage Software will, when used in the designated operating environment, perform materially in accordance with the applicable specifications. The Company does not warrant that the operation of the computer programs or software will be uninterrupted or error free. The warranty shall not apply to any Biotage Software that has been improperly installed or modified by Customer or any third party or which has been the subject of neglect, misuse, abuse, misapplication or alteration or has been used in violation of the applicable software license agreement. This warranty applies only to the most current version of the Biotage Software that was supplied to the Customer by the Company. The Company's sole liability and Buyer's exclusive remedy for a breach of this warranty is limited to correction or replacement or refund of the Biotage Software, at the sole option of the Company. This warranty does not apply to any third party operating system software included with the personal computer provided to the Customer by the Company. Such third party computer software will be subject to applicable manufacturer's warranties, if any. 8.1.4 Accessories, Spare Parts and Repairs. The warranty period concerning repair work carried out and spare parts delivered is ninety (90) days and begins after the latter of the finishing of the repair work or the delivery of the spare parts. A repair or exchange of spare part does not extend the initial Warranty Period 8.1.5 All warranty claims on Biotage must be made in writing and delivered to the Company within the respective Warranty Period and as soon as a warranty claim is discovered by the Buyer. Any warranty claim presented by Customer to the Company hereunder shall reasonably detail the circumstances giving raise to the warranty claim. 8.2 THE COMPANY HEREBY EXPRESSLY DISCLAIMS, AND BUYER HEREBY EXPRESSLY WAIVES, ANY WARRANTY REGARDING RESULTS OBTAINED THROUGH THE USE OF THE PRODUCTS, INCLUDING WITHOUT LIMITATION ANY CLAIM OF INACCURATE, INVALID, OR INCOMPLETE RESULTS. ALL OTHER WARRANTIES, REPRESENTATIONS, TERMS AND CONDITIONS (STATUTORY, EXPRESS, IMPLIED OR OTHERWISE) AS TO QUALITY, CONDITION, DESCRIPTION, MERCHANTABILITY, FITNESS FOR PURPOSE OR NON -INFRINGEMENT (EXCEPT FOR THE IMPLIED WARRANTY OF TITLE) ARE HEREBY EXPRESSLY EXCLUDED. 9. LIMIT OF LIABILITY 9.1 The Company shall have no liability under the warranties contained in Section 8 in respect of any defect in the Products arising from: specifications or materials supplied by the Buyer; fair wear and tear; willful damage or negligence of the Buyer or its employees or agents; abnormal working conditions at the Buyer's premises; failure to follow the Company's instructions (whether oral or in writing); lack of maintenance; misuse or alteration or repair of the Products without the Company's approval; service or repair of the Products by any other party than the Company or an authorized service partner of the Company; or if the total price for the Products has not been paid; or through any cause beyond the Company's reasonable control. 9.2 THE COMPANY SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND FROM ANY CAUSE ARISING OUT OF THE SALE, USE OR INABILITY TO USE ANY PRODUCT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL OR BUSINESS Effective as of 1 3uly2022 INTERRUPTION, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.3 The exclusion of liability in these Terms & Conditions shall not apply in respect of death or personal injury caused by the Company's negligence. 9.4 The Company shall not be bound by any representations or statements on the part of its employees or agents, whether oral or in writing, including errors made in catalogues and other promotional materials. 10. INTELLECTUAL PROPERTY RIGHTS 10.1 Where the Buyer supplies materials, designs, drawings, and specifications to the Company to enable the Company to manufacture non-standard or custom-made Products, the Buyer warrants that such manufacture will not infringe the intellectual property rights of any third party. 10.2 All intellectual property rights in the Products shall at all times remain vested in the Company. 11. HEALTH, SAFETY AND WASTE The Buyer shall ensure that: (i) the specification of the Products is safe for the intended use; (ii) the Products are handled in a safe manner; and (iii) any waste originating from the Products is disposed of in accordance with any relevant regulations. 12. INDEMNITIES Except where the claim arises as a result of the negligence of the Company, the Buyer shall indemnify the Company in respect of any claim which may be made against the Company. (i) arising in connection -with -the Buyer's -use of the —Products; (ii)-alleging--that: it * Of -t#e-p-educts are--put—mfringes-Vie—intellectual-- per-t-y r�ef-a,%L third-part-yr 13.INSOLVENCY In the event that the Buyer becomes bankrupt or, being a company, goes into liquidation (other than for the purposes of reconstruction or amalgamation), the Company shall be entitled immediately to terminate the Contract without notice and without prejudice to any other rights of the Company hereunder. 14. FORCE MAJEURE 14.1 The Company shall not be liable in respect of the non-performance of any of its obligations to the extent such performance is prevented by any circumstances beyond its reasonable control including but not limited to strikes, lock outs or labor disputes of any kind (whether relating to its own employees or others), fire, flood, explosion, natural catastrophe, military operations, blockade, sabotage, revolution, riot, civil commotion, war or civil war, plant breakdown, computer or other equipment failure and inability to obtain equipment. 14.2 If an event of force majeure exceeds thirty (30) days the Company may cancel the Contract without liability. 15. GOVERNING LAW This Contract shall be governed by and construed in accordance with the substantive laws of North Carolina, exclusive of its choice of law provisions, and the parties hereby submit to the exclusive juri-sdiction of the courts of North Carolina. Either party shall have the right to take proceedings in any other jurisdiction for t#e purposes of enforcing a judgment or order - obtained from a North Carolina court. 16. PRODUCT -SPECIFIC TERMS AND CONDITIONS Additional terms and conditions govern the use of certain Products and are specified in the quotation if the Product is a custom product and in the respective product manuals. Such additional terms and conditions shall take precedent in the event of any inconsistency with these Terms & Conditions. Effective as of 1 July2022 4 Attachment C RE: Biotage° Horizon 3000, 3100; Biotage® Horizon 4790, Biotage° Horizon 5000 and related instrumentation City of Fort Worth Water and Wastewater Central Laboratory 2600 SE Loop 820 Fort Worth, Texas 76140 To whom it may concern: 10 Biotage Gabriel Gomez Director, Service and Supply North America 10430 Harris Oaks Blvd. Suite C Charlotte, NC 28269 Tel: +1- 800 446 4752 Gabriel. Gomez 0biotage.com April 6, 2026 On January 18,2018 Biotage acquired Horizon Technologies, Inc, and all products of Horizon, including all intellectual property, trademarks and patents, including the legal usage of all patents and intellectual property. Since said acquisition, Biotage and its worldwide distribution is and has been the sole supplier of all system and authorized service parts for the Biotage° Horizon 3100; Biotage® Horizon 5000 and related instrumentation. Biotage LLC is the sole supplier of authorized and trained service personnel within the United States. When providing pre and post sales service on technical equipment many criterias are crucial including: • Form -fit -function, tested replacement parts • Factory -trained technicians • Access to key R&D technical expertise • Legal usage of all patents, intellectual property and related trademarks It is for these key reasons above that Biotage is the sole -source supplier for parts and service for these products. The instrumentation and spare parts are manufactured at authorized Biotage facilities and all design, production and service now -show are property of Biotage. Specific to your request - I can confirm that Biotage is the only authorized representative within the Unites States to service above listed instrumentation. If you have any questions or need further clarification on any details, please let me know. Sincerely, Gabriel Gomez Gabriel Gomez Director of Service and Supply Gabriel.Gomez@ftiotage.com Tel: +1- 800 446 4752 cc: Samantha Edwards - Biotage LLC samantha.edwardsCa)biotage.com FORTWORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Biotage LLC Subject of the Agreement: Vendor will provide Preventative Maintenance and Repair Services for the Biotage Horizon3100, Biotage Horizon 500 Equipment and Instruments at the Water Department Laboratory Facility. M&C Approved by the Council? * Yes ❑ No If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No If unsure, see back page far permanent contract listing. Is this entire contract Confidential? 'Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: The date the ACM signs it. If di fferent fr-ona the approval date. Expiration Date: A year after the ACM signed it. If applicable. Is a 1295 Form required? * Yes ❑ No *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processing in the followingorder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.