Loading...
HomeMy WebLinkAbout065802 - General - Contract - Life Technologies CorporationCSC No. 65802 FORT WORTH CITY OF FORT WORTH SOLE SOURCE PURCHASE AGREEMENT This Sole Source Purchase Agreement ("Agreement") is entered into by and between Life Technologies Corporation ("Seller"), a Delaware Corporation, and the City of Fort Worth, ("Buyer"), a Texas home -rule municipal corporation, each individually referred to herein as a "party" and collectively as the "parties". The Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Sole Source Purchase Agreement; 2. Exhibit A: City of Fort Worth Standard Terms and Conditions; 3. Exhibit B: Conflict of Interest Questionnaire; 4. Exhibit C: Seller Contact Information; and 5. Exhibit D: Seller's Quote Exhibits A through D, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. If any provisions of the attached Exhibits conflict with the terms herein, the terms in this Sole Source Purchase Agreement and in Exhibit A will control. Buyer shall pay Seller in accordance with the fee schedule in Exhibit D and in accordance with the provisions of this Agreement. Total annual payment made under this Agreement by Buyer shall not exceed One Hundred Thirty -Nine Thousand One Hundred Sixty -Nine Dollars and Forty -Six Cents ($139,169.46). Seller shall not provide any additional items or services or bill for expenses incurred for Buyer not specified by this Agreement unless Buyer requests and approves in writing the additional costs for such services. Buyer shall not be liable for any additional expenses of Seller not specified by this Agreement unless Buyer first approves such expenses in writing. The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective party. Seller and Buyer have caused this Agreement to be executed by their duly authorized representatives to be effective as of the date signed by the Buyer's Assistant City Manager. [SIGNATURE PAGE FOLLOWS] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] OFFICIAL RECORD CITY SECRETARY 1 FT. WORTH, TX ACCEPTED AND AGREED: BUYER CITY OF FORT WORTH zjJL QL By: Name: William Johnson Title: Assistant City Manager Date: 09/09/2026 APPROVAL RECOMMENDED: 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 Title: I at%Y n GG Kathryn Agee Sep 2,026 09:56:57 CDT) Kathryn Agee Senior Management Analyst ;+o By: Davjd Carabaja ep 9, 2026 14:49:14 CDT) APPROVED AS TO FORM AND Name: David Carabajal LEGALITY: Title: Executive Assistant Chief ATTEST: Fonr°c pig ',o t A BaaacpaEXP`ao4.' Y: Name: Jannette S. Goodall Title: City Secretary SELLER: By: Name Title: Amarna Muhammad Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 26-0664 Date Approved: _August 25, 2026_ Form 1295 Certification No.: N/A Prepared by: Jack Brothers Life Technol b'es orporation By: a Name: Tina ahill Title: Director, Human Identification, North America Sr. Pr ject Manager, Onboarding & Bids Date: 7/10/2026 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit A CITY OF FORT WORTH, TEXAS STANDARD PURCHASING TERMS AND CONDITIONS 1. DEFINITION OF BUYER For purposes of this Agreement, the term "Buyer" means and includes the City of Fort Worth, its officers, agents, servants, authorized employees, vendors, and subcontractors who act on behalf of various City departments, bodies, or agencies. 2. DEFINITION OF SELLER For purposes of this Agreement, the term "Seller" means and includes Life Technologies Corporation, its officers, agents, servants, employees, vendors, subcontractors, or other providers of goods and/or services who act on behalf of the entity under contract with the City of Fort Worth. 3. TERM The initial term of this Agreement is for one (1) year, beginning on the date that this Agreement is executed by the City's Assistant City Manager ("Effective Date"), unless terminated earlier in accordance with this Agreement. Buyer will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal periods (each a "Renewal Term"). 3.0 Price Stability. Prices established under this Agreement shall remain firm for the initial contract term and all renewals, unless an Economic Price Adjustment (EPA) is granted. Price shall include all costs necessary to deliver the contracted goods and/or services, including freight, delivery, overhead, and profit, unless otherwise provided herein. 3.1 Economic Price Adjustment (EPA) Eligibility.The Vendor may request an Economic Price Adjustment (increase or decrease) to reflect bona fide changes in the Vendor's actual costs to perform, provided: 3.1.1 The adjustment is requested no more than once per twelve (12) month period; and 3.1.2 The adjustment request coincides with a contract renewal/extension term. 3.2 Submission Requirements. Any EPA request must be submitted in writing to the City at least ninety (90) calendar days prior to the start of the renewal period. The Vendor's written request must include: 3.2.1 Quote including current and proposed pricing; and 3.2.2 Documentation substantiating the proposed pricing. Failure to provide adequate documentation or timely submission may result in denial of the request. 3.3 Basis of Adjustment. Adjustments shall reflect actual increases or decreases in the Vendor's cost of performance and shall not include increases to recover missed profit or margin expansion. The City reserves the right to verify submitted documentation, require additional supporting evidence, or consider recognized industry indices to confirm market conditions. 3.4 Government Review and Determination. The City, at its sole discretion, may: 3.4.1 Approve the request in whole or in part; or 3.4.2. Negotiate a revised adjustment; or 3.4.3 Reject the request as unsupported or unreasonable. If the requested adjustment is rejected, the City may elect not to exercise the renewal option and allow the Agreement to expire at the end of its term or procure goods/services by any other lawful method. 4. PUBLIC INFORMATION Buyer is a government entity under the laws of the State of Texas and all documents held or maintained by Buyer may be subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked by Seller as Confidential or Proprietary, Buyer shall promptly notify Seller. It will be the responsibility of Seller to submit to the Texas Attorney General's Office 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 that this agreement may be released in the event that it is requested. 5. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer may have a financial interest, direct or indirect, in any contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land, materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful violation of this section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall thereby forfeit his office or position rd Any violation of this section with the knowledge, expressed or implied, of the person or corporation contracting with the City Council shall render the contract voidable by the City Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter). 6. ORDERS 6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who act on behalf of various 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 Acceptance of an order and delivery on the part of the Seller without an approved contract number, purchase order number, or release number issued by the Buyer may result in rejection of delivery, return of goods at the Seller's cost and/or non- payment. 7. SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows: (a) Seller's name and address: (b) Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers, e.g., box 1 of 4 boxes; and (d) Number of the container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 8. SHIPMENT UNDER RESERVATION PROHIBITED Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. 9. TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery and after inspection and acceptance of the goods. 10. DELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed. 11. PLACE OF DELIVERY The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase change order, or release order. 12. RIGHT OF INSPECTION Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall be responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications. 13. INVOICES 13.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase change order after each delivery. Invoices shall indicate the purchase order or purchase change order number. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's department and address as set forth in the block of the purchase order, purchase change order or release order entitled "Ship to." Payment shall not be made until the above instruments have been submitted after delivery and acceptance of the goods and/or services. 13.2 Seller shall not include Federal Excise-, or State or City sales tax in its invoices. The Buyer shall furnish a tax exemption certificate upon Seller's request. 13.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in writing. Before the first payment is due to Seller, Seller shall register for direct deposit payments prior to providing goods and/or services using the forms posted on the City's website". 14. PRICE WARRANTY 14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller warrants to be no higher than Seller's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the prices contained in Seller's proposals, or in the alternative upon Buyer's option, Buyer shall have the right to cancel this contract without any liability to Seller for breach or for Seller's actual expense. Such remedies are in addition to and not in lieu of any other remedies which Buyer may have at law or in equity. 14.2 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage fee or contingent fee, excepting employees of an established 11 commercial or selling agency that is maintained by Seller for the purpose of securing business. For breach or violation of this warranty, Buyer shall have the right, in addition to any other right or rights arising pursuant to said purchase(s), to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage fee or contingent fee, or otherwise to recover the full amount thereof. 15. PRODUCT WARRANTY Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall govern. 16. SAFETY WARRANTY Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as amended. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at Seller's expense. In the event Seller fails to make appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall refund all monies received for such goods within thirty (30) days after request is made by Buyer in writing and received by Seller. Notice is considered to have been received upon hand delivery, or otherwise in accordance with the Notice to Parties Clause of this Agreement. Failure to make such refund shall constitute a breach and cause this contract to terminate immediately. 17. SOFTWARE LICENSE TO SELLER If this purchase is for the license of software products and/or services, and unless otherwise agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable, royalty free license to use the software. This software is "proprietary" to Seller, and is licensed and provided to the Buyer for Buyer's sole use for purposes under this Agreement and any attached work orders or invoices. The Buyer may not use or share this software without permission of the Seller; however, Buyer may make copies of the software expressly for backup purposes. 18. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 18.1 The SELLER warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to programs, documentation, software, analyses, applications, methods, ways, and processes (each individually referred to as a "Deliverable" and collectively as the "Deliverables") do not 7 infringe upon or violate any patents, copyrights, trademarks, service marks, trade secrets, or any other intellectual property rights or other third -party rights. 18.2 SELLER shall be liable and responsible for any and all claims made against the Buyer for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the Buyer's continued use of the Deliverable(s) hereunder. 18.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim or action against Buyer for infringement of any patent, copyright, trademark, trade secret, or similar property right arising from Buyer's use of the Deliverables in accordance with this Agreement, it being understood that this agreement to defend, settle, or pay shall not apply if Buyer modifies or misuses the Deliverables. So long as SELLER bears the cost and expense of payment for claims or actions against Buyer pursuant to this section, SELLER shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Buyer shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and Buyer agrees to cooperate with SELLER in doing so. In the event Buyer, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against Buyer for infringement arising under this Agreement, Buyer shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, SELLER shall fully participate and cooperate with Buyer in defense of such claim or action. Buyer agrees to give SELLER timely written notice of any such claim or action along with copies of all papers Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's assumption of payment of costs or expenses shall not eliminate SELLER's duty to indemnify Buyer under this Agreement. If the Deliverables or any part thereof is held to infringe and the use thereof is enjoined or restrained, or if as a result of a settlement or compromise such use is materially adversely restricted, SELLER shall, at its own expense: (a) procure for Buyer the right to continue to use the Deliberables; or (b) modify the Deliverables to make them non -infringing, provided that such modification does not materially adversely affect Buyer's authorized use of the Deliverables; or (c) replace the Deliverables with equally suitable, compatible, and functionally equivalent non -infringing Deliverables at no additional charge to Buyer; or (d) if none of the foregoing alternatives is reasonably available to SELLER, terminate this Agreement and refund all amounts paid to SELLER by Buyer, subsequent to which termination Buyer may seek any and all remedies available to Buyer at law or in equity. E] 18.4 The representations, warranties, and covenants of the parties contained in this Agreement will survive the termination and/or expiration of this Agreement. 19. O NERSHIP OF WO K PRODUCT Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes, methods, programs, and manuals that were developed, prepared, conceived, made, or suggested by the Seller for the Buyer pursuant to a Work Order, including all such developments as are originated or conceived during the term of the Agreement and that are completed or reduced to writing thereafter ("Work Product") will be considered "work(s) made for hire" and will be and remain the exclusive property of the Buyer. To the extent that the Work Product may not be considered work(s) made for hire under the applicable law, Seller hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns exclusively to Buyer, all rights, title, and ownership interests, including copyright, which Seller may have in any Work Product or any tangible media embodying such Work Product, without the necessity of any further consideration or instrument of transfer, and Buyer shall be entitled to obtain and hold in its own name, all rights in and to the Work Product. Seller, for itself and on behalf of its agents, hereby waives any property interest in such Work Product. 20. CANCELLATION Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this Agreement if Seller breaches any of the terms hereof, including warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have at law or in equity. 21. TERMINATION 21.1 Written Notice. The purchase of goods under this Agreement may be terminated by Buyer, in whole or in part, 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 Agreement is terminated and the date upon which such termination becomes effective. Such right of termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein. 21.2 Non -Appropriation of Funds. In the event no funds or insufficient funds are appropriated by City Council in any fiscal period for any payments due hereunder, Buyer will notify Seller of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Buyer of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 21.3 Duties and Obligations of the Parties. Upon termination of this Agreement for any reason, Seller shall only be compensated for items requested by the Buyer and �7 delivered prior to the effective date of termination, and Buyer shall not be liable for any other costs, including any claims for lost profits or incidental damages. Seller shall provide Buyer with copies of all completed or partially completed documents prepared under this Agreement. In the event Seller has received access to Buyer information or data, Seller shall return all Buyer provided information or data to Buyer in a machine-readable format or other format deemed acceptable to Buyer. 22. ASSIGNMENT / DELEGATION No interest, obligation, or right of Seller, including the right to receive payment, under this contract shall be assigned or delegated to another entity without the express written consent of Buyer. Any attempted assignment or delegation by 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 reasonably necessary to verify Seller's legal status and Seller's transfer of rights, interests, or obligations to another entity. The documents that may be requested include, but are not limited to, Articles of Incorporation and related amendments, Certificate of Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves the right to withhold all payments to any entity other than Seller if Seller is not in compliance with this provision. If Seller fails to provide necessary information in accordance with this section, Buyer shall not be liable for any penalties, fees, or interest resulting therefrom. 23. WAIVER No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration, is in writing, and is signed by the aggrieved party. 24. MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 25. THE AGREEMENT In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions together with any attachments and exhibits. This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties or 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 but 10 not defined within this Agreement, the definition contained in the UCC shall control. In the event of a conflict between the contract documents, the order of precedence shall be as stated in the second paragraph on the first page of this Agreement. 26. APPLICABLE LAW / VENUE This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the Uniform Commercial Code as adopted and amended in the State of Texas. Both parties agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract shall be governed, construed, and enforced under the laws of the State of Texas. 27. INDEPENDENT CONTRACTOR(S) Seller shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control the details of, its operations hereunder and all persons performing same and shall be solely responsible for the acts and omissions of its officers, agents, employees, vendors, and subcontractors. The doctrine of respondeat superior shall not apply as between Buyer and Seller, its officers, agents, employees, vendors, and subcontractors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, vendors, and subcontractors. 28. LIABILITY AND INDEMNIFICATION 28.1 LIABILITY- SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. 28.2 GENERAL INDEMNIFICATION - SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND BUYER, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING DEA TH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE, OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. 11 28.3 INTELLECTUAL PROPER TYINDEMNIFICATION- SELLER AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR ACTION AGAINST BUYER FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM BUYER'S USE OF THE DELIVERABLES IN A CCORDANCE WITH THIS A GREEMENT, IT BEING UNDERSTOOD THAT THIS AGREEMENT TO DEFEND, SETTLE, OR PAY SHALL NOT APPLY IF BUYER MODIFIES OR MISUSES THE DELIVERABLES. SO LONG AS SELLER BEARS THE COST AND EXPENSE OF PA YMENT FOR CLAIMS OR ACTIONS AGAINST BUYER PURSUANT TO THIS SECTION, SELLER SHALL HAVE THE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, BUYER SHALL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LA WSUITAS NECESSARY TO PROTECT BUYER'S INTEREST, AND BUYER AGREES TO COOPERATE WITH SELLER IN DOING SO. IN THE EVENT BUYER, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST BUYER FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, BUYER SHALL HAVE THE SOLE RIGHT TO CONDUCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, SELLER SHALL FULLY PARTICIPATE AND COOPERATE WITH BUYER IN DEFENSE OF SUCH CLAIM OR ACTION. BUYER AGREES TO GIVE SELLER TIMELY WRITTEN NOTICE OF ANY SUCH CLAIM OR ACTION ALONG WITH COPIES OF ALL PAPERS BUYER MAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, BUYER'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT ELIMINATE SELLER'S DUTY TO INDEMNIFY BUYER UNDER THIS AGREEMENT. IF THE DELIVERABLES 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 MA TERIALL YAD VERSEL Y RESTRICTED, SELLER SHALL, AT ITS OWN EXPENSE: (A) PROCURE FOR BUYER THE RIGHT TO CONTINUE TO USE THE DELIVERABLES; OR (B) MODIFY THE DELIBERABLES TO MAKE THEM NON -INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT BUYER'S AUTHORIZED USE OF THE DELIVERABLES; OR (C) REPLA CE THE DELIVERABLES WITH EQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON -INFRINGING DELIVERABLES AT NO ADDITIONAL CHARGE TO BUYER; OR (D) IF NONE OF THE FOREGOING ALTERNATIVES ARE REASONABLY AVAILABLE TO 12 SELLER, TERMINATE THISAGREEMENTAND REFUND ALL AMOUNTS PAID TO SELLER BYBUYER, SUBSEQUENT TO WHICH TERMINATION BUYER MAY SEEK ANY AND ALL REMEDIES A VAILABLE TO BUYER AT LAW OR INEQUITY. 29. SEVERABILITY In case any one or more of the provisions contained in this agreement shall for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, which agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 30. FISCAL FUNDING LIMITATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract, then Buyer will immediately notify Seller of such occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. 31. NOTICES TO PARTIES Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants, or representatives or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO BUYER: City of Fort Worth Attn: Purchasing Manager 100 Fort Worth Trail Fort Worth, TX 76102 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address 32. NON-DISCRIMINATION TO SELLER: Life Technologies Corporation Attn: Jason Garner Sr. Acct. Manager 5791 Van Allen Way Carlsbad, CA. 92008-7321 Seller, for itself, its personal representatives, assigns, subvendors, and successors in interest, as part of the consideration herein given, agrees that in the performance of Seller's duties and obligations hereunder, it shall not discriminate in the treatment or employment 13 of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORS OR SUCCESSORS IN INTEREST, SELLER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND HOLD BUYER HARMLESS FROM SUCH CLAIM. 33. IMMIGRATION NATIONALITY ACT Seller shall verify the identity and employment eligibility of its employees who perform work under this Agreement and complete the Employment Eligibility Verification Form (I-9). Upon request by Buyer, Seller shall provide Buyer with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Seller shall adhere to all federal and state laws and establish appropriate procedures and controls so that no services will be performed by any Seller employee who is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon written notice to Seller, shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 34. HEALTH, SAFETY, AND ENVIRONMENTAL 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. 35. RIGHT TO AUDIT Seller agrees that Buyer shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Seller involving transactions relating to this Agreement at no additional cost to Buyer. Seller agrees that Buyer shall have access during normal working hours to all necessary Seller facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Buyer shall give Seller reasonable advance notice of intended audits. The Buyer's right to audit, as described herein, shall survive the termination and/or expiration of this Agreement. 36. DISABILITY 14 In accordance with the provisions of the Americans with Disabilities Act of 1990 (ADA), Seller warrants that it and all of its subcontractors will not unlawfully discriminate on the basis of disability in the provision of services to general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Seller or any of its subcontractors. Seller warrants it will fully comply with ADA's provisions and any other applicable federal, state and local laws concerning disability and will defend, indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or subcontractors against Buyer arising out of Seller's and/or its subcontractor's alleged failure to comply with the above -referenced laws concerning disability discrimination in the performance of this agreement. 37. DISPUTE RESOLUTION If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered, or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, whether through email, mail, phone conference, in -person meetings, or other reasonable means, to resolve any claim, dispute, breach, or other matter in question that may arise out of or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non- binding mediation upon written consent of authorized representatives of both parties. If the parties do not agree to mediation, or if the parties submit the dispute to non -binding mediation but cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. 38. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the Buyer is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. To the extent the Chapter 2271 of the Government Code is applicable to this Agreement, by signing this Agreement, Seller certifies that Seller's signature provides written verification to the Buyer that Seller: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 15 39. PROHIBITION ON BOYCOTTING ENERGY COMPANIES If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the Buyer is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies, and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Seller certifies that Seller's signature provides written verification to the Buyer that Seller: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 40. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2274 of the Texas Government Code, the Buyer is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Seller certifies that Seller's signature provides written verification to the Buyer that Seller: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 41. INSURANCE REQUIREMENTS 41.1 Coverage and Limits (a) Commercial General Liability: $1,000,000 - Each Occurrence $2,000,000 - Aggregate (b) Automobile Liability: $1,000,000 - Each occurrence on a combined single limit basis 16 Coverage shall be on any vehicle used by Seller or its employees, agents, or representatives in the course of providing services under this Agreement. "Any vehicle" shall include any vehicle owned, hired, and non -owned. (c) Workers' Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' Liability: $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability (Errors & Omissions): $1,000,000 - Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy or through a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made and maintained for the duration of the contractual agreement and for two (2) years following completion of services. An annual certificate of insurance shall be submitted to Buyer to evidence coverage. 41.2 General Requirements (a) The commercial general liability and automobile liability policies shall name Buyer as an additional insured thereon, as its interests may appear. The term "Buyer" shall include its employees, officers, officials, agents, and volunteers with respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of Buyer. (c) A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to Buyer. At least ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort 17 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 Buyer to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Seller has obtained all required insurance shall be delivered to the Buyer prior to Seller proceeding with any work pursuant to this Agreement. 18 Exhibit B CONFLICT OF INTEREST QUESTIONNAIRE Pursuant to Chapter 176 of the Texas Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (e.g. The City of Fort Worth) must disclose in the Questionnaire Form CIQ ("Questionnaire") any affiliation or business relationship that might pose a conflict of interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the Buyer or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential agreement with the Buyer. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also available at https://www.ethics.state.tx.us/data/forms/conflict/CIO.Ddf. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of any Conflict of Interest, provide Seller name in box # 1 and use "N/A" in each of the other areas on the form. However, a signature is required in box #4 in all cases. 19 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with Eocai governmental entity This questionnaire reflects copes made to the law by H.E. 23, 841h Leg_ Regular SessJart I FKCEUSE Y tha r escnnte la telino tiled In aix&oarre wrlh C.aptar 179, 1 —sw fiooeiernenl code, by a +rend& eec bale hec=rF�•ti Naa a .hu arena aetat>orrshIp as defined try Se 11or1 176.1001(t-ej with a Int:AJ yovernr entai emit. arxx the ver 1ci rsaels raquoerrienla untlea Seehon 176-0061al. By Iaw 1hrs questiltuattalre irrusl to lllett Moth Et' * records admit rah2f at the Iocal gtrrernrtlentaJ arrilly not Islet then Me 71h busineea day alter the dale the vendor beerrnes awrare or lasts liar re are il;e staterheet 10 he filed Se' 'ta]rl 175.0Ct& a-11, L car Gtwernrneel Cam. A vendor cartrlrnita an ollertse d the 've dbt ki a"Orirgly uIcb1es SCcl4 761J6. LL GovernGa rAlenL Cie. An Olense wide( itrs aelLcirl is a rrwsdeilleallar. IF Name of vendor who has a business relationship with local gtovernmental entity. Life Technologies Corporation Check this box it you are filing an update to a previously Filed questiarrratre. iTha law requires that you file en updiated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date orwtach you trecarne aware that the originally riled questionnaire was-ncomplete or inaccurate.) 3" Name or local government officer about whom the Information is being disclosed. City of Fort Worth Name of Ckhcer Li Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 17S.603�aX(2eAk- Also describe any family relalionship cith the local govemment officer Complete subparts A and f3 for each employment or business relations hip described. Attach additional pages to this Form CIO as necessary. None. A. Is Iris local government officer or a lamihy member of the officer receiving or fikety to receive taxable income., other than investment income, from the vendor? 71Yes �No S. Is the vendor receivi ig or likely to receive taxable income, other than investment incorme. From or at the direction of the local government officer or a family member of the officer AND the taxable income is not received frr0nr the kcal governmental entity? [IIIJ Yes Lttir. Describe each employment or business refetionshi p that time vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director; or holds en ownership interest of one percent or more. Check this box if the vendor has given the local government officer or.a family member of the offcer one or more gifts as described in Section 17i5.003(a;l(2�(66, excluding gifts described in Section 176_IQa wa-t'I 7 7/10/26 (.,4 lute or a 'r dung bu3i1*ha wrttrl Ilse gt3vemullealxal trttl[y [late Frycrpruwided by Texas Ethics Cornaesslurt rrww.ettires.st:ita.Le ue Rew5ed 11 2t 20 Exhibit C SELLER CONTACT INFORMATION Seller's Name: Life Technologies Corporation Seller's Local Address: 5781 Van Allen Way, Carlsbad CA 92008 Phone: 800-955-6288 Email: customercare@thermofisher.com Fax: 800-331-2286 Name of persons to contact when placing an order or invoice questions: Name/Title Customer Care Phone: 800-955-6288 option 1 Email: Customercare@thermofisher.com Name/Title Accounts Receivable Phone: Fax: 800-331-2286 Fax: Email: accountsreceivableus@thermofisher.com Name/Title Phone: Email: Fax: Tina Cahill Signature Printed Name 21 7/10/2026 Date Exhibit D VERIFICATION OF SIGNATURE AUTHORITY Seller's Name Life Technologies Corporation Seller's Address_5791 Van Allen Way Seller's City, State, Zip_ Carlsbad, CA. 92008-7321 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. Name: Tina Cahill Position: Sr. Project Manager, Bids i our 2. Name: Position: Signature Signature of President/CEO/Managing Partner Title: 22 Date Exhibit E SELLER'S QUOTE Quotation_ 86290453 June 08.2026 To place an older from this quote, sign in to your account at ttrermcfisher.corn ,Alternate ly, you can email your order to NAlnstrumerttOrders,FZ?thenr ofisher com or Fax itto 9i f-892-25537. To ensure you receive your discount prime g, please dearly reference your quotation runner on your purchase order Please issue your Purchase Order to: Lie Technologies CorporafiurL Valid From : (1610812{126 Valid To : 07)DW2426 Freight Terms : FOB FACTORY - FRT QUOTED Payment Terms : Net 30 WE ARE PLEASED TO CUOTE OR l YOUR REt1U1FtEIlENTF AS FOLLOWS Life Technologies Corporation 5761 Van Alen Way Carlsbad, CA g20DG Fax No.: 1-300-331-2286 0-331-228!6 USA To Order 1-806-065-6298 USA wwe.#y-- rraottsher_c n, FORT WORTH POLICE DEPT 2 x 055 HID wiTrade 31516 E L ICASTER AVE FORT WORTH, TX 76103 US A,TTIY: Kelly Ddcff item Si£U Description Min Qty List Price Package Price Net Price Extended Na Price I A34321 HID DINA OUANTITATIOM SYSTEM -L 1 364, 600.00 561.370.00 581.3770A2 EACi 2 44+61591 g6WSTD CAIJBRATIOt'I PLATE Wt 1 $184.00 $0J30 $0.04 30.00 ABY ABY DYE 3 A78902 HIDRTPCR 1.4-UPG 1 $3,205.[14 $3,108.85 $3,1G3.BS EACH 4 4308737 FDTCI1 REACTION PLT.66 WELL 1 5197-10 50.00 30.04 50.03 9ARCOOEY IT 5 43611054 OPTICAL ADHESIVE COVERS 1 51121)4 50.00 50.00 50.00 25 PCS1PAClt 0 4432382 TACMkU RNASE P 68 -WELL INSTR 1 31,136.08 50.00 30.03 50.04 VERIF PLATE 7 5202 TRADE-lIt CREDIT 1 30.0 -56,000.06 -$6.3110.07 EAC-I Frnduot Notes: We are cfisdrrg a $6,"000.02 tide -in crer fcr the return of your Model 7'50x7 (4345241I- Serial number 2?5[06849. The credit is bettlg offered in advance and is contngent•upon purchase of the new instrument and Life Technologies receiving good and clear title to, and possession oft thetrade-in instrument accompanied by the original Certification of DeconUarnheation {see belcrl within 31) days after instalaticn of new instrument. You reay take the credit for the return of the trarde-in instrument off the dollar value of your purchase order The purchase order must reflect the trade-in dollar amount as a separate line item. After your purchase order is received, you will receive a Return Authorization letter IRA1, and a Certis5oate of. [}eoantantination. The Certificate of Decontamination A peri �I: Thermo Fishe r 5 C I E N T I F I C 23 Page 116 Quotation: $6290453 June 08, 2026 Item SKv Description Mi i Qty List Price Package Price Net Price Extended No Price WST be completed and fasaed back io Life Te nologies prior to the instrument return and the original C:ertficate o€ Deconlarninaliuii most be placed on tie on the outside €f the cate..If our receipt of the bade -in ins nmmere is not confirmed within 30 days after installation of your new i 53'urner , you will be irleolced fbr and rerust pay the anmunt of the a&4encad credit gren. ZG11SCQS AB ASSURANCE;QST1IN05,026& 1 S7.g10.0f 57.514.50 57.51450 5STD PC 10 A343221 HID 0KA QI 4NT1TATION SYSTEM -L 1 $84.000.00 $61,370.00 5881370.00 EACH 11 44015171 96WSTD CA BRAflCi*l PLATE WI 1 5184.00 50.00 $0.1]0 30.1311 ABY ABY DYE 12 A70101 HID FT PCR 1,4 - UPG 1 53.2115110 53„108.85 53.108,85 EACH 13 430ll 54 GFrICAL ADHESIVE COVERS 1 511200 50.00 $0.00 $0.00 25 PCSFACK 14 4432382 TAClotkf+E RNASE P 96 —WELL INSTR 1 51,138.00 50.00 $0.00 $0.00 VERIF PLATE 15 ZG11SCOS .AB URANCE,QSTLlf1CY5.C..2 L 1 57,01+0.08 $7.514.50 57,514.50 53111 PC Subtotal: $137,966.70 Estimated Shipping & Handling'. $1,182.76 Estimated Tax: $0.00 Total: $139,169.46 Quotation: 36290453 June 08, 2026 Optional Items: Item SKID Description = Min Qty List Price Package Price Net Price Extended Ho Price S TRA,1NI-11NSTALL TR,kI14ING FOR HID-OS5 1 54,500.00 '54.52M,130 54.3 ?JCC AT CUSTOMER Preduot Nutes: S day Quardilier training at Customer site for up to 5 users. Training places wN be wail flar E nxinths Thorn date of purchase. 24 Quotation: $6290453 June 06. 2026 Please see below klr monthly payment options and contact fnancialserwacesic �thermofislier.com or call (800) 986-9731 ext. & for more information. Please note: Payments are estimates only and availability of lease financing is subjectto credit approval and acceptance of terms. Terms and interest rates may vary based on customers financial profile. Leasing estimate is based on a total cost of $139,169.46; you may choose from the monthly payment options below Lease Term (months) 24 36 48 60 $1.00 8uyoutOption: $5.798.77 $3.865.85 $2.699.36 $2.3'19.54 I Number of Advance Payments 1 7 1 1 1 1 Please click here for formal Credit Review: Credit Application %too buyout Option Thus us a lease -to --own option where you would own the equipment after all ntontJrly payments have been made. It is similar to a finance agreement and provides you a defined payment schedule c er the lease term. Quotation: $6290453 June 08, 2026 This doo and Life Torhnnlo GENERAL TERMS A!0 CONDITIONS OF SALE (w A.h nE incorpcaated bh' zerar ce into this gmtauon and any rEsuitsk cant<art), set osn the iern>= on which Life Tec:moloaes is o ng In sell the prodors(s) or sernre(s) listed m this quotation, ati dram a pturiase osr or otbeiwise wing or aocepmtr prahtcttsj or services, 3 wx aspassIy confiuisi lbai you thud to be bound by and asuee to the tens o* thia gtartaaaat and Life Tethnolopas'Geneeni Terms and Ceodmcus of Sale to the exclusion of all other temu not ea sly agreed to in waiting b by an mz onied ieprse drs of Lif TechaD ei, and that She psarhase and sale ba s ctio be�-weEn 'inn and Life Techaolopes is suhtjeet to and sell be gm -erred by this quotation and Life Tedmmoopes' Geaaral Te=e and Condin ms of Sale. Cussauxxe;s may be reqsared an e'nlnte as a discuur' for cosy-reperpis-es, the xalsue of any Picehia listed as 11) 00 on aiim ur. oice. The Product listed as 16.04 repesan. is -kind disccvant and is suchided m the total fair sec value price for the insm,r ere prcdnct Life Ted moloeim' General Taws ausl C oodicaane of Sale can be found cm Life Teclmo'logies' xs-ebsise at hop: nix ac'.tb fisr.ccenTenmsandzondidons under do mss and c cmdidaans'" link at the bottom of the webrore 25 Quotation: S&290453 June 08..2026 NOTE Custo=mer MUST reference quotation number when ordering to tecei m discounts ADDITIONAL TERMS AND CONDITIONS OF QUOTATION 1. This quotation shall apply ordy to direct order purchases_ In order to receh a quoted prices, the quotation number must be referenced at time of order. Credits will not be issued f=ar orders not referencing quotation numbers 2. The effective dates of this quotation appear on the first page unless otherwise noted. 3. Percentage discounts in this quotation will be calculated from our current price for the applicallle product Discounts will be calculated from single unit catalog price. We reserve the right to change our prices at any li=me_ Any increase or decrease to the price of a product would result in a change to your discounted priceCertain discounts are rased on categories of products (e_g_, "Pricing Product Line" or'PPL" discounts) that might change over time. We reserve the right to re -align products within a category or add or remove products to or from a specific category at any time Such realignment, addition or removal rresy result in a change to your discounted price for a particular product. 4. We may terminate this quotation upon written notice. 5. This quotation contains our confidential pricing information which if disclosed to third parties could cause competitive harm to us.. Subject to ovsrnding obligations to third party funding agencies or govemnientai entries, the customer agrees to keep all pricing information contained herein confidential. Jason Garner ja son.garnerthermofts h er.c o raj Sales Representative 26 FORT WORTH. MAYOR AND COUNCIL COMMUNICATION 7.2.2 LIFE TECHNOLOGIES CORPORATION -HUMAN IDENTIFICATION DEOXYRIBONUCLEIC ACID QUANTITATION SYSTEM DATE: 08/25/26 M&C FILE NUMBER: M&C 26-0664 DEPARTMENT: POLICE SUBJECT (ALL) Authorize Execution of a Sole Source Agreement with Life Technologies Corporation for a Human Identification Deoxyribonucleic Acid Quantitation System for an Initial One -Year Term with Four One -Year Renewal Options for a Total Annual Amount of $139,169.46 for the Police Department RECOMMENDATION It is recommended that the City Council authorize execution of a sole source agreement with Life Technologies Corporation for a Human Identification Deoxyribonucleic Quantitation System for an initial one-year term with four one-year renewal options for a total annual amount of $139,169.46 for the Police Department. DISCUSSION The purpose of this Mayor and Council Communication (M&C) is to request authorization to execute a sole source purchase agreement with Life Technologies Corporation for the Human Identification Deoxyribonucleic (HID DNA) Quantitation System for the Fort Worth Police Department Forensic Analysis Laboratory (Crime Lab). The HID DNA Quantitation System is used to accurately measure the quantity and quality of human DNA extracted from evidentiary samples prior to forensic DNA analysis. The system is a critical component of the Crime Lab's DNA testing process, ensuring appropriate DNA input for analysis and supporting the generation of reliable DNA results used in criminal investigations and judicial proceedings. The HID DNA Quantitation System is integrated into the Crime Lab's validated DNA analytical workflow and supports the laboratory's compliance with applicable forensic accreditation standards. EXEMPT PROCUREMENT: The City Attorney's Office has determined that this sole -source agreement is exempt from competitive bidding under the provisions of Chapter 252 of the 1 of 2 FORT WORTH. Texas Local Government Code due to the unique services provided by and only available from this vendor. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM: Upon City Council approval, this agreement shall begin upon execution and expire one year later. RENEWAL OPTION: The Agreement may be renewed for up to four (4) one-year renewal terms, at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal period. This contract will be with a publicly traded business entity or a wholly owned subsidiary of a publicly traded business entity. This agreement serves ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the Grants Operating Federal Fund for the FY25 BJA DNA CEBR Program project to support the approval of the above recommendation and execution of the agreement. Prior to an expenditure being incurred, the Police Department has the responsibility to validate the availability of funds. This is a reimbursement grant. SUBMITTED FOR CITY MANAGER'S OFFICE BY: William M. Johnson, # 5806 ORIGINATING BUSINESS UNIT HEAD: David Carbajal, # 4231 ADDITIONAL INFORMATION CONTACT: Keith Morris, # 4243 ATTACHMENTS 1. Approved Chapter 252 genetic analyzer-quantitation [7.2.2.1 - 6 pages] 2. SOS - Life Technologies Corporation [7.2.2.2 - 1 page] 3. Sam.gov - Life Technologies Corporation [7.2.2.3 - 2 pages] 4. CONFIDENTIAL - FID TABLE FY25 BJA DNA CEBR Program [7.2.2.4 - 1 page] 5. CONFIDENTIAL - Funds Availability (4) [7.2.2.5 - 1 page] 2 of 2 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Life Technologies Corp. Subject of the Agreement: This is a Sole Source Purchase agreement with Life Technologies to purchase HID DNA Quantitative System. The annual authorization is for $139,169.46. The agreement will be for a base year with four one-year renewals. M&C Approved by the Council? * Yes 8 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 8 If unsure, see back page for 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: At ACM signature If different from the approval date. Expiration Date: 1 year after ACM signature If applicable. Is a 1295 Form required? * Yes ❑ No 8 *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 following order: 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.