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HomeMy WebLinkAboutR2022-197 2022-09-12DocuSign Envelope ID: 4B36D93D-0991-4E02-BB0B-E43104F5AD7D RESOLUTION NO. R2022-197 A Resolution of the City Council of the City of Pearland, Texas, authorizing participation through an interlocal agreement with National IPA — OMNIA Partners for the purchase of chemical reagent, instrumentation and operational parts/supplies from Fisher Scientific, in the estimated amount of $415,150.00, for the period of September 22, 2022 through September 21, 2023. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That the purchase of chemical reagent, instrumentation and operational parts/supplies from Fisher Scientific, in the estimated amount of $415,150.00, is hereby approved. Section 2. That the City Manager or his designee is hereby authorized to execute an agreement for the purchase of chemical reagent, instrumentation and operational parts/supplies. PASSED, APPROVED and ADOPTED this the 12th day of September, A.D., 2022. DocuSigned by: 1 9 46LE MAYOR �J ATTEST: ,-DocuSigned by: Fraan.GLS avAiLar `FRA S'-''yGUILAR, TRMC, MMC CITY SECRETARY APPROVED AS TO FORM: DocuSigned by: DAERf4130.4tOKER CITY ATTORNEY DocuSign Envelope ID: 455173B2-A5E5-4210-86C3-71F64016888F Thermo SCIENTIFIC The world leader in serving science Thermo Fisher Scientific Finer Scieati€ic Company LLC ace Industry Drive Pittsburgh, PA 15275 800-766-7000 www.:tshersci.com fisherscientific OFFICIAL LETTER OF INTENT 1. Participating Public Agency Designation: By executing this Letter of Intent, the Participating Public Agency or Affiliate (hereinafter Participating Public Agency") listed below hereby agrees to abide by all of the requirements, duties and obligations set forth in the Agreement between Fisher Scientific Company L.L.C. ("Fisher Scientific") and the University of California, Strategic Sourcing Agreement #2021002889, effective as of 9/13/2022(the "Agreement"). Fisher Scientific and the Participating Public Agency agree that all transactions conducted between the parties will be pursuant to the terms of the Agreement, except as modified herein. The Purpose of this Letter of Intent is to identify the applicability of the Agreement. and to further define any unique logistical arrangements, or additional terms and conditions agreed upon by both parties. 2 Participating Public Agencies may participate in the Agreement so long as they do not have any existing agreements currently in place with Fisher Scientific (including alternative state and local purchasing agreements). If there is an existing agreement in place with Fisher Scientific, by entering into this Letter of Intent, the Participating Public Agency agrees that unless specifically accepted herein, the existing agreement is terminated with respect to the Participating Public Agency and the Participating Public Agency agrees to cease purchasing under the existing agreement as a condition to this Agreement. 3. Participating Public Agency and Fisher Scientific may enter into agreements outside of the scope of the Agreement; provided however, such agreements will be in writing, and the terms and conditions of such agreements will standalone and be deemed not applicable to this Agreement. 4. By signing below, Participating Public Agency agrees that in issuing purchase orders under the Agreement, all transactions under the Agreement will be governed by the terms of the Agreement and not by any terms of any purchase order or invoice between Participating Public Agency and Fisher Scientific. Participating Public Agency's primary contact will be as follows: a Name: City of Pearland b. Title: c. Address: 3519 Liberty Drive, Pearland TX 77581 d. Telephone: 281.652.1600 e. Email: 1 DocuSign Envelope ID: 455173B2-A5E5-4210-86C3-71F64016888F Met mo Fi*her SCIENTIFIC Please select participating agency segment: Government Please select expected annual sales volume through this agreement: $500k-$1 M Tier 2 (not applicable to K-12 and Community Colleges) Please select agreement designation: Preferred Note: Additional pricing and benefits may be available for Prime members (reference Section 4 for eligibility requirements). 5. Preferred and Prime Designation Requirements: Eliigtbiltty and Requirements Registered OMN1A Partners Participating Public Agency Registered OMNIA �P g 9 Y g MNIA Partners Participating Agency Signed Letter of Intent by Participating Public Agency (Fisher Scientific and Agency) Signed Non -disclosure Agreement for Contract Terms, Conditions and Pricing (If Applicable) Signed Letter of Intent by Parti (Fisher Scientific and Agency) Signed Non -disclosure Agreem Conditions and Pricing :ipating Public Agency Communication and designation of Preferred Agreement award to user community and manufacturer community. Promotion of benefits of this Agreement to end users and procurement teams along with reasonable support to monitor implementation and compliance Unless mutually agreed upon, Participating Public Agency will refrain from issuing an REP for all or part of its laboratory product supply business during the term unless Fisher Scientific materially fails to meet its obligations under this Agreement Fisher Scientific designated as Preferred Fisher Scientific on eCommerce platforms. Full breadth of Fisher Scientific's catalog made available for ordering and enabled on Preferred Public Agency's eCommerce platform, less items regulated by state or local laws. Fisher Scientific channel, where enabled, shall remain open in eCommerce environment. Fisher Scientific will be designated as a distributor/Fisher Scientific for all manufacturer supported pricing programs. Full on -campus access to Fisher Scientific ent for Contract Terms, Communication and designation of Prime Agreement award to user community and manufacturer community. Promotion of benefits of this Agreement to end users and procurement teams along with reasonable support to monitor implementation and compliance Unless mutually agreed upon, Participating Public Agency department will refrain from issuing an RFP for all or part of its laboratory product supply business during the term unless Fisher Scientific materially fails to meet its obligations under this Agreement Fisher Scientific designated as eCommerce platforms. Full br catalog made available for ord: customers eCommerce piatfo state or local laws. Fisher Scie remain open in eCommerce en Fisher Scientific will be exclusii Scientific for all manufacturer -s Full on -campus access to Fisht to competitors 2 'rimary Fisher Scientific on adth of Fisher Scientific's ring and enabled on less items regulated by Itific, where enabled, shall 'ironment. distributor / Fisher pported pricing programs. r Scientific; Limited access DocuSign Envelope ID: 455173B2-A5E5-4210-86C3-71F64016888F SCIENTIFIC Participating Public Agency and Fisher Scientific shall regularly review aggregate laboratory supply product spend with a goal of identifying opportunities for competitive spend conversion to Fisher Scientific. Participating Public Agency p business reviews with Fisher enhanced Fisher Scientific ma Scientific's designation as pri discussions will include the sh competitive data, including, b activity, ecommerce content ( spend data. Participating Pub implement plans to convert s to Fisher Scientific. rticipation in semi-annua€ cientific in support of agement efforts and Fisher ary Fisher Scientific. These ring and review of not limited to, promotional osted and punch -out) and is Agency shall cooperate to nd with alternative channels Projected volume where Fish available spend (market share Fisher Scientific quarterly) Scientific represents 80% of reports to be shared with Competitors are to only have purchasing platform listing ex brands only. No Level II punt completed within 90 days of m osted catalogs on usives and their corporate out Blocking to be tually executed agreement. Participating Public Agency wi conducting joint marketing ca Scientific's position as prime I (without limitation), the procur website_ I use its best efforts in paigns to highlight Fisher b Fisher Scientific, including ment or purchasing internal Manufacturers available throu have duplicate presences on h Fisher Scientific will not ommerce platforms upporting Fisher Scientific Ensure weighting of attributes as priority Fisher Scientific Storeroom or on -site consign / supported by Fisher Scientifi ent programs will be offered services and / or products. la Participating Public Agency and Fisher Scientific agree to the following to s and conditions that are additionally required by law for Participating Public Agency to legally c ntract for the goods and services provided in the Agreement: List any state or agency required compliance language (e.g. choice of law) L Standard Contract Provisions WHEREAS, Contractor has bid to provide supplies ("Supplies") in respo se to Request for Bid/Proposal or Quote No. OM NIA Partners contract #2021002889 CS licitation"), which Solicitation includes the required scope of work and all specifications and which Solicitation and the Contractor's bid or proposal response, as applicable, are incorpo ated by reference in this Contract as Exhibits 1 and 2, respectively, as if each were fully et out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1_ Scope. Contractor will provide Supplies in accordance with the a ached Scope of Work, as detailed in Attachment A, the content of which is incorpo ted by reference into this Contract as if fully set out here in its entirety, and in accord nce with Exhibit 2. 3 DocuSign Envelope ID: 455173B2-A5E5-4210-86C3-71F64016888F SCIEN f. I Filecm. This Contract is for one year, with performance coma effective date or the date of issuance of the notice to proceed issue Administrator or the Purchasing Division, or upon the performance notice to proceed, whichever is later. The parties may mutually e this Contract for up to two additional one-year periods ("Option Pei the parties do so by written amendment prior to the expiration of t the then -current Option Period. The City's extension authorization by the City Manager or designee. 3. Compensation and Payment. This Contract is for an amou $415,150.00, subject to approved extensions and changes. Payr for Supplies completed and accepted by the City within thirty (30) dh subject to receipt of an acceptable invoice. Contractor shall frequently than once per month. Ali pricing must be in accordance Bid/Pricing Schedule, as shown in Attachment B, the con incorporated, in its entirety, by reference into this Contract. Any am during the initial term or any option period may, at the City's discri for use in the next option period. Invoices will be emailed to the following email address with a co Contract Administrator: City of Pearland Attn: Accounts Payable Email: accountspayable(c pearlandtx.gov 4. Contract Administrator. The Contract Administrator designate responsible for approval of all phases of performance and ope Contract, including deductions for non-performance and authorize The City's Contract Administrator for this Contract is as follows: Name: Tiffany Stodder Department: Engineering and Public Works Phone: 281.652.1756 Email: tstodder@pearlandtx.gov 5. Insurance; Bonds. (A) Before performance can begin under this Contract, the Cont a Certificate of Insurance ("COI"), as proof of the r coverages, to the Contract Administrator. Additionally, the C the City shall be provided no less than thirty (30) days' adv< of cancellation, material change in coverage, or intent not tl policies. The City must be named as an additional insured. must be given copies of all insurance policies within ten (1� Manager or his designee's written request. Insurance rel stated in Attachment C, the entirety of which is incorporate' this Contract. encing upon the d by the Contract date listed in the end the Term of od(s)"), provided, e original term or rust be executed t not to exceed gent will be made ys of acceptance, invoice no more with the attached ent of which is unt not expended tion, be allocated y provided to the d by the City is ations under this ions for payment. actor must deliver quired insurance 0i must state that nce written notice renew any of the The City Attorney 1) days of the City luirements are as i by reference into (B) I Contractor shall provide any required payment bond, pe rmance bond, or DocuSign Envelope ID: 455173B2-A5E5-4210-86C3-71F64016888F Thermo o Fisher SCIENTIFIC both, prior to commencement of performance under this terms, conditions, and amounts of the bonds and a information shall be included in the RFB/RFP or as n Attachment C, and such content, the entirety of which, she into this Contract y. 6. Purchase Release Order. For multiple -release purchases of Supp by the Contractor over a period of time, the City will exercise its ric place and quantity of Supplies to be delivered in the following many City department or division shall send to Contractor a purchase rel by an authorized agent of the department or division. The purch shall refer to this Contract, and Supplies shall not be rendered u receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Supplies befon Supplies or products that are provided but not accepted by the City or re -worked immediately at no charge to the City. If immediate working at no charge cannot be made by the Contractor, replacer be procured by the City on the open market and any costs i additional costs over the item's bid/proposal price, shall be paid within thirty (30) days of receipt of City's invoice. B. Warranty. (A) The Contractor warrants that ail products supplied under this quality items that are free from defects, fit for their intende good material and workmanship. The Contractor warrants tl to the products and that the products are free of liens or en (B) In addition, the products purchased under this Contract sha the Contractor or, if indicated in Attachment D by the ma period stated therein. Attachment D, the entirety of which, i this Contract. 9. Quality/Quantity Adjustments. Any quantities indicated on the Bic are estimates only and do not obligate the City to order or accept rr actual requirements nor do the estimates restrict the City from ore actual needs during the term of the Contract including an Substitutions and deviations from the City's product requirement are prohibited without the prior written approval of the Contract Ad 10. Non -Appropriation. The continuation of this Contract after the year of the City, which fiscal year ends on September 30th ann appropriations and budget approval specifically covering this expenditure in said budget, and it is within the sole discretion of the to determine whether or not to fund this Contract. The City does this budget item will be adopted, as said determination is within sole discretion when adopting each budget. 11. Independent Contractor. Contractor shall perform all work requir as an independent contractor and will furnish such Supplies in it method, and under no circumstances or conditions will any 5 Agreement. The �propriate surety ay be added to lI be incorporated ies to be provided ht to specify time, er: the authorized ease order signed se release order itil the Contractor acceptance. Any must be corrected correction or re- cent Supplies may 3curred, including by the Contractor Contract are new, t purpose, and of at it has clear title umbrances. I be warranted by iufacturer, for the incorporated into t/Pricing Schedule ore than the City's lering less than its y Option Period. s or specifications ministrator. lose of any fiscal ally, is subject to Contract as an City's City Council not represent that the City Council's d by this Contract own manner and gent, servant or DocuSign Envelope ID: 455173B2-A5E5-4210-86C3-71F64016888F Thermaiskoployee of the Contractor be considered an employee of the Cit SCIENTIFIC 12. Amendments_ This Contract may be amended or modified o executed by authorized representatives of both parties. 13. Waiver. No waiver by either party of any breach of any term Contract waives any subsequent breach of the same. 14. Taxes, The Contractor covenants to pay payroll taxes, Medicare unemployment taxes and all other applicable taxes. Upon request shall be provided proof of payment of these taxes within 15 days c 15. Notice. Any notice required under this Contract must be given 1 certified mail, postage prepaid, and is deemed received on the da on the third day after postmark if sent by certified mail Notice must IF TO CITY: City of Pearland Attn: Julian Kelly Title: Water Production Superintendent Address: 2016 Old Alvin Rd., Pearland, TX 77581 Phone: 281.652.1934 IF TO CONTRACTOR: Fisher Scientific Attn: Rodger Virden Title: Senior Sales Representatives Address: 300 Industry Drive Pittsburgh, PA 15275 Phone: 412.334.5461 16. Liability and Indemnity. ANY PROVISION OF ANY ATTACI DOCUMENT THAT LIMITS THE CONTRACTOR'S LIABIL OR RELEASES THE CONTRACTOR FROM LIABILITY Tf ACTUAL OR COMPENSATORY DAMAGES, LOSS, OR FROM THE PERFORMANCE OF THIS CONTRACT OR FOR CONTRACTUAL INDEMNITY BY ONE PARTY TO THi TO THIS CONTRACT IS NOT APPLICABLE OR EFFECTI CONTRACT. EXCEPT WHERE AN ADDITIONAL CONTRA PROVIDED BY THE CITY PROVIDES OTHERWISE, EACH CONTRACT IS RESPONSIBLE FOR DEFENDING AGAIN FOR PAYING ANY CLAIM, SUIT, OR JUDGMENT FOR D OR COSTS ARISING FROM THAT PARTY'S NEGLIC OMISSIONS IN THE PERFORMANCE OF THIS ACCORDANCE WITH APPLICABLE LAW. THIS PROVI; AFFECT THE RIGHT OF EITHER PARTY TO THIS COI1 SUED BY A THIRD PARTY FOR ACTS OR OMISSIONS THIS CONTRACT TO BRING IN THE OTHER PARTY TO AS A THIRD -PARTY DEFENDANT AS ALLOWED BY LAV 6 y in writing and r condition of this axes, FICA taxes, the City Manager f such request. y hand delivery, or y hand -delivered or be sent as follows: QED CONTRACT TY TO THE CITY ? THE CITY FOR OSTS ARISING HAT PROVIDES OTHER PARTY VE UNDER THIS CT DOCUMENT PARTY TO THIS ST AND LIABLE MAGES, LOSS, ENT ACTS OR CONTRACT IN ION DOES NOT TRACT WHO IS ARISING FROM °HIS CONTRACT DocuSign Envelope ID: 455173B2-A5E5-4210-86C3-71F64016888F ThermoFisher S C I E N f7I F[iisrpute Resolution Procedures. The Contractor and City de means to resolve any disputes that may arise between them reg If either party disputes any matter relating to this Contract, the p good faith, before bringing any legal action, to settle the disput matter to mediation before a third party who will be selected b parties. The parties will each pay one-half of the mediator's fees. 18. Attorney's Fees. Should either party to this Contract bring suit ag for breach of contract or for any other cause relating to this Contra seek or be entitled to an award of attorney's fees or other costs r 19. Termination. (A) City Termination for Convenience. Under this paragra terminate this Contract during its term at any time fc convenience where the Contractor is not in default by givir Contractor. If the City terminates this Contract under this will pay the Contractor for all Supplies provided in acc Contract to the date of termination. (B) Termination for Default. Either party to this Contract rr Contract as provided in this paragraph if the other party fair terms. The party alleging the default shall provide the other default in writing citing the terms of the Contract that have t what action the defaulting party must take to cure the def€ default fails to cure the default as specified in the notice, t notice of default may terminate this Contract by written party, specifying the date of termination. Termination of this to this paragraph does not affect the right of either party to breach of the Contract as allowed by law, including any suffered by either party. 20. Owner's Manual and Preventative Maintenance. Contractor copy of the owner's manual and/or preventative maintena instructions if available for any equipment purchased by the C Contract. Contractor must provide such documentation upon equipment and prior to receipt of the final payment by the City. 21. Limitation of Liability. The City's maximum liability under this C the total amount of compensation listed in this Contract. In no eve liable for incidental, consequential or special damages. 22. Assignment. No assignment of this Contract by the Contractor interest contained herein, is effective unless the City Manage) consent to such assignment. The performance of this Contract t of the essence of this Contract, and the City Manager's right to such assignment is within the sole discretion of the City Mana whatsoever. sire an expeditious rding this Contract. rties agree to try in by submitting the agreement of the inst the other party , neither party will ating to the suit. ph, the City may r the City's own g written notice to aragraph, the City ordance with this lay terminate this to comply with its party notice of the een breached and Cult. If the party in �e party giving the notice to the other Contract pursuant seek remedies for damages or costs green to provide a ice guidelines or ty pursuant to this delivery of such ntract is limited to nt shall the City be or of any right or first gives written y the Contractor is vithhold consent to der on any ground 23. Severability. Each provision of this Contract is considered to be everable and, if, for any reason, any provision or part of this Contract is determine to be invalid and 7 DocuSign Envelope ID: 455173B2-A5E5-4210-86C3-71F64016888F Thermo Fishettrary to applicable law, such invalidity shall not impair the op S C l ENTI Ftlhue portions of this Contract that are valid, but this Contract sh enforced in all respects as if the invalid or unenforceable provisi omitted. 24. Order of Precedence. In the event of any conflicts or inconsist Contract, its attachments, and exhibits, such conflicts and inc resolved by reference to the documents in the following order of A. this Contract (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit a the Contractor's bid response (Exhibit 2). 25. Certificate of Interested Parties. Contractor agrees to c Government Code Section 2252.908, as it may be amended, an 1295 "Certificate of Interested Parties" as part of this Contract statute for items approved by City Council. 26. Governing Law. Contractor agrees to comply with all federal, T in the performance of this Contract. The applicable law for any le out of this Contract is the law of the State of Texas, and such form disputes is the appropriate district, county, or justice court in and t Texas. 27. H,B. 89. In accordance with Chapter 2270 of the Texas Gov signatory executing this contract on behalf of company verifies tha not boycott Israel and will not boycott Israel during the term o clause is subject to companies with ten or more full time employe value is $100,000 or more that is to be paid wholly or partially witt governmental entity. 28. Public information Act Requirements. This paragraph applies that have a stated expenditure of at least $1,000,000 or that resu of at least $1,000,000 by the City. The requirements of Subcha Government Code, regarding certain entities requirement to information to governmental bodies in connection with a public i may apply to this contract and the Contractor agrees that tt terminated if the Contractor knowingly or intentionally fails requirement of that subchapter. 29. Entire Contract. This Contract constitutes the entire agreement concerning the subject matter of this Contract and supersedes a arrangements, agreements, and understandings, either oral or parties. It. Special Terms and Conditions. None ration of nor affect I be construed and n or part had been ncies between this nsistencies will be riority: ); then, mply with Texas I to complete Form if required by said xas, and City laws tal disputes arising and venue for such 3r Brazoria County, rnment Code, the the company does this contract. This ?s and the contract public funds of the only to agreements t in the expenditure ter J, Chapter 552, 3rovide contracting formation request, e contract can be to comply with a etween the parties prior negotiations, ritten, between the DocuSign Envelope ID: 455173B2-A5E5-4210-86C3-71F64016888F Therri irltrgrPublic Agency and Fisher Scientific agree to the following S C I E d*nIithdtirlgCelectronic commerce: a Participating Public Agency and Fisher Scientific agree to continue relationship. b. Fisher Scientific agrees to help facilitate any required re-enablemen process enhancements, CXML / XML connections, hosted or punch support this effort. c. Punchout and / or Hosted Coordination: The parties recognize the t benefits in effective electronic commerce. Both parties agree to cone protocols for electronically exchanging data associated with purcha invoicing; to provide secure connections; and to cooperate in maint d. Notification of Upgrades to Fulfillment Systems: Fisher Scientific ag notification of any changes to the Fisher Scientific Fulfillment Syster electronic commerce between the parties. Fisher Scientific agrees t connections to Fisher Scientific's Fulfillment System until such time to be made by the Participating Public Agency can be planned with Agency resources including staffing availability and all new connecti a Participating Public Agency and Fisher Scientific agree to the following uni arrangements necessary to service the Participating Public Agency accoul a. In addition to the pricing offered under the Master Agreement, Fish Participating Public Agency the custom pricing in Exhibit A. 9. Confidentiality Participating Public Agency agrees that all information furnished to it, inclu any pricing and incentives, by Fisher Scientific and identified as being, or i understood or expected to be, proprietary or confidential ("Confidential In asset of Fisher Scientific and shall be treated in a confidential manner an exclusive property of Fisher Scientific, to the extent permissible by applical Public Agency shall keep in confidence and agrees all Confidential Inform this Letter of Intent, or the Agreement is confidential information of Fisher Public Agency shall not disclose, sell, use, or publish any Confidential Inf nor use such information or allow any individual or organization, includ employees and independent contractors, to use such information in any m performance of its obligations under the Agreement, without the prior writt Scientific. Any such Confidential Information, whether in a tangible or ele otherwise, shall be returned by the Participating Public Agency to Fisher earlier of the written request of Fisher Scientific or the termination or expiry In the event that Participating Public Agency is requested to disclose such to any third party, Participating Public Agency shall provide Fisher Scientifi that Fisher Scientific may adequately defend its Confidential Information fri 10. This Letter of Intent and the Agreement sets forth the entire agreeme as to the subject matter set forth herein. equirements for xisting e -commerce protocols, business ut catalogs, etc. to nutual interest and inue using existing e, fulfillment, and ining connections. ees to provide prompt that might impact maintain existing s any changes required 'articipating Public Ins tested for accuracy. lue operating t(s): r Scientific is offering to ding but not limited to reasonably ormation") is a valuable remain the sole and le law. Participating tion disclosed under cientific. Participating rmation to third parties ng, without limitation, its nner, except for the n approval of Fisher :tronic format or cientific upon the tion of this Agreement. Confidential Information immediate notice so m disclosure. t between the parties 9 DocuSign Envelope ID: 455173B2-A5E5-4210-86C3-71F64016888F ` ≥ %aiiy bound. theparties have executed this Agreement to be w ilectir a as of the date f3afthNI -i►ic i C Fisher Scientific Fisher Scientific com ny L.L.C. _6r.' l By: (sign ed Name: Try: "Participating Public Agency N me` PailiehoatitrixOnblic Agency::fie By: fsignai) Printed Name: Trent. Epperson Title: Interim City Manager 10