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INTER -DEPARTMENTAL MEMORANDUM
DATE: September 26, 2019
TO: Jim Schutz, City Manager
FROM: David Catalinotto, Environmental Management Coordinator kc
RE: Purchasing Approval Request — Mass Spectrometer Purchase for
Marin HazMat JPA
The City of San Rafael is the fiscal agent for the current Joint Powers Agreement for
Hazardous Materials Spills Management (HazMat JPA), as agreed to by the San Rafael
City Council as Agenda Item 3.f on June 20, 2016, as well as by 17 other member public
agencies in Marin County.
As the fiscal agent, the City of San Rafael prepares an annual budget for approval by the
Marin County Fire Chief's Association and collects annual dues from the member
agencies. San Rafael Fire administrative staff is authorized to represent the HazMat
JPA in financial matters.
The Hazmat JPA recently applied for and received State Homeland Security Grant
Program (SHSGP) funding to purchase one hand-held, mass -spectrometry detection
unit in order to detect and analyze chemical weapons, biological weapons, and weapons
of mass destruction, as well as to support the detection and identification of explosive
residues and verify unknown substances with which law, fire, and other agencies come
in contact.
Grant funding will be provided on a reimbursement basis and must comply with City of
San Rafael purchasing requirements. 908 Devices is the sole manufacturer of handheld
high-pressure mass spectrometry (HPMS) devices. The HazMat JPA received a
quotation for $74,991.46 for the HPMS device and related supplies. Under San Rafael
Municipal Code Chapter 2.55, you are the award authority for this purchase and
therefore also have the authority to approve a waiver of competitive bidding.
I am enclosing the quotation and Sole Service letter from 908 Devices. As this purchase
is to be made from the HazMat JPA's own bank account, the City of San Rafael will not
incur any expenses.
If you approve of this purchase, please sign, scan, and send me the quotation in the
designated section on the first page. Please let me know if you have any questions.
Thank you.
<'908devices
April 2019
To whom it may concern:
645 Summer 27 Drydock Ave.
Boston MA 02210
www.908devices.com
The purpose of this letter is to support sole brand justification for the acquisition of goods.
908 Devices Inc. is the manufacturer and sole service provider, of M908 and MX908 Handheld High
Pressure Mass Spectrometer (HPMSTI), the only available handheld HPMS system. Additionally, 908
Devices Inc. is the only authorized point of service, support, and maintenance for these systems, including
certified training, warranty, repair, upgrades and technical support. Sole source verification can be made
to 908 Devices Inc. by contacting the Vice President of Sales at the company's main telephone number at
(857) 254-1500.
Please feel free to contact me on any issue regarding this matter at (508) 523-1658 or
dmassingham@908devices.com.
Sincerely,
DL /LlasoixaN
Dave Massingham
Director State & Local Programs
908 Devices - US Safety & Security
/ ; 90 devices
645 Summer Street, 2nd Floor
Boston, MA 02210
Prepared By Kathy Peck Created Date 9/23/2019
Email kl)eck@908devices.com Quote Number 90802463
Expiration Date 9/30/2019
Customer
Contact Name Aaron Hakenen Chis quotation's pricing and terms and conditions are accepted and upon
signature represent a firm commitment to purchase the products
Phone (650) 922-1201 described below for 574,991.46
Email ahakenen@novatofire.org
Bill To Name Marin County Hazmat Team/Novato Fire Ship a e Manch aunty Hazmat Team/Novato Fire
Bill To 95 Rowland Way
Novato, CA 94945
UNITED STATES
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Grand Total 574,991.46
US Dollars
908 Devices Inc., 645 Summer Street, 2nd Floor, Boston, MA 02210, P (857) 254-1500 www.908devices.com
Captive
Sampling
820-00828
Tubes,
Captive Sampling Tubes. MX908 (package of 10)
539.00 1.00 539.00
MX908 (10
count)
Extended
820-00807
Vapor
Extended Vapor Probe, coiled Teflon tubing, extendable from
$199.00 1.00 55.00% $89.55
Probe,
2'- 5' (.6 - 1.5m), MX908
MX908
Foam -tipped
820-00907
Applicator
Foam -tipped Applicator Swabs, 6 in (15 cm), plastic shaft,
$39.00 1.00 $39.00
Swabs,
MX908 (50 count)
MX908
MX908-c, handheld mass spec chemical detection system for
gas/vapor, liquids and solids. Includes two (2) years of
MX908-02-1-0-03
MX908-c S2
warranty and support and one (1) on-site training class (10
$71,500.00 1.00 $71,500.00
students max, expires 6 months after purchase, CONUS
only). Available only to US government or pre -approved
customers.
N/A
Sales Tax
Virginia State Sales Tax (6%)
$5,874.91 1.00 $5,874.91
Trace
Sampling
415-•00042
Swabs,
Trace Sampling Swabs, MX908 (2 hard cases, 100 swab
$199.00 1.00 $199.00
MX908 (100
count total)
count)
Trade-in,
Discount for trade-in of pre -approved instrumentation. Only
900-20000b
M908 or
valid when purchasing M908 or MX908 handheld mass
($2,750.00] 1.00 (52,750.00)
MX908 (b)
spectrometer with a warranty/support package of 2 years or
greater. Trade-in must be received within 30 days of delivery.
Grand Total 574,991.46
US Dollars
908 Devices Inc., 645 Summer Street, 2nd Floor, Boston, MA 02210, P (857) 254-1500 www.908devices.com
/'908devices
645 Summer Street, 2nd Floor
Boston, MA 02210
Delivery, Banking & Payment Information
DELIVERY 90 Days ARO CAGE 6RTZ6
PAYMENT TERMS: NET 30 Days DUNS 078437853
SHIPPING TERMS: FOB Origin. Freight Prepaid TaxID 45.4524096
Banking — Payment Information
To Pay By ACH/Wire
Signature Bank
565 Fifth Avenue 8th oor
New York NY 10017
Swift/BIC: SIGNUS33
For Credit of 908 Devices Inc.,
Routing 026013576 Account 1503797409
Terms & Conditions
Terms of Sale
UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL SALES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
1. GENERAL. 908 Devices Inc., ("Seller") hereby offers for sale to the buyer named on the face hereof ("Buyer") the products listed on the face
hereof (the "Products") on the express condition that Buyer agrees to accept and be bound by the terms and conditions set forth herein. Any
provisions contained in any document issued by Buyer are expressly rejected and if the terms and conditions in this Agreement differ from the
terms of Buyer's offer, this document shall be construed as a counter offer and shall not be effective as an acceptance of Buyer's document.
Buyer's receipt of Products or Seller's commencement of the services provided hereunder will constitute Buyer's acceptance of this
Agreement. This is the complete and exclusive statement of the contract between Seller and Buyer with respect to Buyer's purchase of the
Products. No waiver, consent, modification, amendment or change of the terms contained herein shall be binding unless in writing and signed
by Seller and Buyer. Seller's failure to object to terms contained in any subsequent communication from Buyer will not be a waiver or
modification of the terms set forth herein. All orders are subject to acceptance in writing by an authorized representative of Seller.
2. PRICE. All prices published by Seller or quoted by Seller's representatives may be changed at any time without notice. All prices quoted by
Seller or Seller's representatives are valid for thirty (30) days, unless otherwise stated in writing. All prices for the Products will be as specified
by Seller or, if no price has been specified or quoted, will be Seller's price in effect at the time of shipment. All prices are subject to adjustment
on account of specifications, quantities, raw materials, cost of production, shipment arrangements or other terms or conditions which are not
part of Seller's original price quotation.
3. TAXES AND OTHER CHARGES. Prices for the Products exclude all sales, value added and other taxes and duties imposed with respect to
the sale, delivery, or use of any Products covered hereby, all of which taxes and duties must by paid by Buyer. If Buyer claims any exemption,
Buyer must provide a valid, signed certificate or letter of exemption for each respective jurisdiction.
4. TERMS OF PAYMENT. Seller may invoice Buyer upon shipment for the price and all other charges payable by Buyer in accordance with the
terms on the face hereof. If no payment terms are stated on the face hereof, payment shall be net thirty (30) days from the date of invoice. If
Buyer fails to pay any amounts when due, Buyer shall pay Seller interest thereon at a periodic rate of one and one-half percent (1.5%) per
month (or, if lower, the highest rate permitted by law), together with all costs and expenses (including without limitation reasonable attorneys'
fees and disbursements and court costs) incurred by Seller in collecting such overdue amounts or otherwise enforcing Seller's rights
hereunder. Seller reserves the right to require from Buyer full or partial payment in advance, or other security that is satisfactory to Seller, at
any time that Seller believes in good faith that Buyer's financial condition does notjustify the terms of payment specified. All payments shall be
made in U.S. Dollars. Buyer agrees to pay for all fees associated with the method of payment (e.g. wire fees). Payment by credit card will be
subject to a 3.50% fee.
5. DELIVERY; CANCELLATION OR CHANGES BY BUYER. The Products will be shipped to the destination specified by Buyer, F.O.B.
Seller's shipping point. Seller will have the right, at its election, to make partial shipments of the Products and to invoice each shipment
separately. Seller reserves the right to stop delivery of Products in transit and to withhold shipments in whole or in part if Buyer fails to make
any payment to Seller when due or otherwise fails to perform its obligations hereunder. All shipping dates are approximate only, and Seller will
not be liable for any loss or damage resulting from any delay in delivery or failure to deliver which is due to any cause beyond Seller's
reasonable control. In the event of a delay due to any cause beyond Seller's reasonable control, Seller reserves the right to terminate the order
or to reschedule the shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of
any obligations as the result of such delay. Products as to which delivery is delayed due to any cause within Buyer's control may be placed in
storage by Seller at Buyer's risk and expense and for Buyer's account. Orders in process may be canceled only with Seller's written consent
and upon payment of Seller's cancellation charges. Orders in process may not be changed except with Seller's written consent and upon
agreement by the parties as to an appropriate adjustment in the purchase price therefor. Credit will not be allowed for Products returned
without the prior written consent of Seller.
6. TITLE AND RISK OF LOSS. Notwithstanding the trade terms indicated above and subject to Seller's right to stop delivery of Products in
transit, title to and risk of loss of the Products will pass to Buyer upon delivery of possession of the Products by Seller to the carrier; provided.
however, that title to any software incorporated within or forming a part of the Products shall at all times remain with Seller or the licensor(s)
thereof, as the case may be.
7. WARRANTY. Seller warrants that the Products will operate or perform substantially in conformance with Seller's published specifications
and be free from defects in material and workmanship, when subjected to normal, proper and intended usage by properly trained personnel
for the period of time set forth in the Seller's quote, for Products, or if none indicated then as specified in. Seller's product documentation,
published specifications or package inserts. If a period of time is not specified in Seller's quote, product documentation, published
908 Devices Inc., 645 Summer Street, 2nd Floor, Boston, MA 02210, P: (857) 254-1500 www.908devices.com
�908devices
645 Summer Street, 2nd Floor
Boston, MA 02210
specifications or package inserts, the warranty period shall be one (1) year. The warranty period will start 30 days from the date of shipment to
Buyer for equipment; and thirty (30) days for all other products, including replaceable cores (the "Warranty Period"). Seller agrees during the
Warranty Period, to repair or replace, at Seller's option, defective Products so as to cause the same to operate in substantial conformance with
said published specifications; provided that Buyer shall (a) promptly notify Seller in writing upon the discovery of any defect, which notice shall
include the product model and serial number (if applicable) and details of the warranty claim; and (b) after Seller's review, Seller will provide
Buyer with service data and/or a Return Material Authorization ("RMA"), which may include biohazard decontamination procedures and other
product -specific handling instructions, then, if applicable, Buyer may return the defective Products to Seller with all costs prepaid by Buyer.
Replacement parts may be new or refurbished, at the election of Seller. All replaced parts shall become the property of Seller. Shipment to
Buyer of repaired or replacement Products shall be made in accordance with the Delivery provisions of the Seller's Terms and Conditions of
Sale.
Notwithstanding the foregoing, Products supplied by Seller that are obtained by Seller from an original manufacturer or third party supplier are
not warranted by Seller, but Seller agrees to assign to Buyer any warranty rights in such Product that Seller may have from the original
manufacturer or third party supplier, to the extent such assignment is allowed by such original manufacturer or third party supplier.
In no event shall Seller have any obligation to make repairs, replacements or corrections required, in whole or in part, as the result of (i) normal
wear and tear, (ii) accident, disaster or event of force majeure, (iii) misuse, fault or negligence of or by Buyer, (iv) use of the Products in a
manner for which they were not designed, (v) causes external to the Products such as, but not limited to, power failure or electrical power
surges, (vi) improper storage and handling of the Products or (vii) use of the Products in combination with equipment or software not supplied
by Seller. If Seller determines that Products for which Buyer has requested warranty services are not covered by the warranty hereunder,
Buyer shall pay or reimburse Seller for all costs of investigating and responding to such request at Seller's then prevailing time and materials
rates. If Seller provides repair services or replacement parts that are not covered by this warranty, Buyer shall pay Seller therefor at Seller's
then prevailing time and materials rates. ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION TO
OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN SELLER WITHOUT
SELLER'S PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT PARTS NOT SUPPLIED BY SELLER, SHALL IMMEDIATELY
VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS.
THE OBLIGATIONS CREATED BY THIS WARRANTY STATEMENT TO REPAIR OR REPLACE A DEFECTIVE PRODUCT SHALL BE THE
SOLE REMEDY OF BUYER IN THE EVENT OF A DEFECTIVE PRODUCT. EXCEPT AS EXPRESSLY PROVIDED IN THIS WARRANTY
STATEMENT, SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH
RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE. SELLER DOES NOT WARRANT THAT THE PRODUCTS ARE ERROR -FREE OR WILL ACCOMPLISH
ANY PARTICULAR RESULT.
8. INDEMNIFICATION.
8.1 By Seller. Seller agrees to indemnify, defend and save Buyer, its officer, directors, and employees from and against any and all damages,
liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney's
fees) ("Indemnified Items") for (i) injury to or death of persons or damage to property to the extent caused by the negligence or willful
misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Buyer's
premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret; provided,
however, Seller shall have no liability under this Section to the extent any such Indemnified Items are caused by either (i) the negligence or
willful misconduct of Buyer, its employees, agents or representatives or contractors, (ii) by any third party, (iii) use of a Product in combination
with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) compliance with Buyer's designs,
specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) modifications of the
Product by anyone other than Seller without Seller's prior written approval. Buyer shall provide Seller prompt written notice of any third party
claim covered by Seller's indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such
claim or, at the option of the Seller, to settle the same. Buyer agrees to cooperate reasonably with Seller in connection with the performance by
Seller of its obligations in this Section.
Notwithstanding the above, Seller's infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion
and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or
modifies the Product so that it becomes non -infringing, provided the modification or replacement does not adversely affect the specifications of
the Product; or (c) in the event (a) and (b) are not practical, refund to Buyer the amortized amounts paid by Buyer with respect thereto, based
on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO
BUYER FOR THE CLAIMS DESCRIBED HEREIN.
8.2 By Buyer. Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller, from and against any and all
damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable
attorneys' fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of
Buyer, its agents, employees, representatives or contractors; (ii) use of a Product in combination with equipment or software not supplied by
Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by
Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other
than Seller without Seller's prior written approval.
9. SOFTWARE. With respect to any software products incorporated in or forming a part of the Products hereunder, Seller and Buyer intend
and agree that such software products are being licensed and not sold, and that the words "purchase", "sell" or similar or derivative words are
understood and agreed to mean "license", and that the word "Buyer" or similar or derivative words are understood and agreed to mean
"licensee". Notwithstanding anything to the contrary contained herein, Seller or its licensor, as the case may be, retains all rights and interest in
software products provided hereunder.
Seller hereby grants to Buyer a royalty -free, non-exclusive, nontransferable license, without power to sublicense, to use software provided
hereunder solely for Buyer's own internal business purposes on the hardware products provided hereunder and to use the related
documentation solely for Buyer's own internal business purposes. This license terminates when Buyer's lawful possession of the hardware
products provided hereunder ceases, unless earlier terminated as provided herein. Buyer agrees to hold in confidence and not to sell, transfer,
license, loan or otherwise make available in any form to third parties the software products and related documentation provided hereunder.
Buyer may not disassemble, decompile or reverse engineer, copy, modify, enhance or otherwise change or supplement the software products
provided hereunder without Seller's prior written consent. Seller will be entitled to terminate this license if Buyer fails to comply with any term or
908 Devices Inc., 645 Summer Street, 2nd Floor, Boston, MA 02210, P: (857) 254-1500 www.908devices.com
>908devices
645 Summer Street, 2nd Floor
Boston, MA 02210
condition herein. Buyer agrees, upon termination of this license, immediately to return to Seller all software products and related
documentation provided hereunder and all copies and portions thereof.
Certain of the software products provided by Seller may be owned by one or more third parties and licensed to Seller. Accordingly, Seller and
Buyer agree that such third parties retain ownership of and title to such software products. The warranty and indemnification provisions set
forth herein shall not apply to software products owned by third parties and provided hereunder.
10. INTELLECTUAL PROPERTY RIGHTS. 908 Devices exclusively owns and retains all intellectual property rights in and to the Products and
technology that is in and included with the Products. No license or other rights, either express or implied, are granted by 908 Devices to Buyer
under these Terms of Sale with respect to any such intellectual property rights. For more information about 908 Devices' patent portfolio, see
www.908devices.com/patents.
The Product may not be disassembled or otherwise reverse engineered or analyzed by chemical, radiograph or other nondestructive tests or
scans; for example, and not by way of limitation, any housing or other enclosure encasing any component of the Product may not be opened
and any security locks, stickers, seals or notices that are affixed to the Product may not be opened or removed.
Buyer acknowledged and agrees that there can be no adequate remedy at law for any breach by Buyer of its obligations hereunder, that any
such breach or any unauthorized use of the Product or of any of 908 Devices' intellectual property will result in irreparable harm to 908 Devices
and therefore, that upon any such breach, unauthorized use or any threat thereof, 908 Devices will be entitled to appropriate equitable relief in
addition, to whatever remedies it might have at law and to be indemnified by the Buyer from any loss or harm, including, without limitation,
attorney's fees, in connection with any breach or enforcement of Buyer's obligations hereunder or the unauthorized use of the Product or any
of 908 Devices' intellectual property, Buyer will notify 908 Devices in writing immediately upon the occurrence of any such unauthorized use or
other breach of which it is aware.
Buyer will not to sell, assign, pledge, mortgage, hypothecate, encumber, dispose or otherwise provide, transfer or make available the Product
to any third party unless Buyer has entered into a written agreement with such third party that (i) contains in substance at least the terms of
Sections 11 and this Section 10 of these Terms of Sale, and (ii) provides that 908 Devices is an intended third -party beneficiary of such
agreement
11. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF SELLER
UNDER THESE TERMS AND CONDITIONS (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, INDEMNIFICATION, OR
OTHERWISE, BUT EXCLUDING LIABILITY OF SELLER FOR BREACH OF WARRANTY (THE SOLE REMEDY FOR WHICH SHALL BE AS
PROVIDED UNDER SECTION 7 ABOVE)) SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LESSER OF (A) THE TOTAL PURCHASE
PRICE THERETOFORE PAID BY BUYER TO SELLER WITH RESPECT TO THE PRODUCT(S) GIVING RISE TO SUCH LIABILITY OR (B)
ONE MILLION DOLLARS ($1,000,000). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT
SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT
LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS
OR LOSS OF GOODWILL), REGARDLESS OF WHETHER SELLER (a) HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH
DAMAGES OR (b) IS NEGLIGENT.
12. EXPORT RESTRICTIONS
Buyer acknowledges that each Product and any related software and technology, including technical information supplied by Seller or
contained in documents (collectively "Items"), is subject to export controls of the U.S. government. The export controls may include, but are not
limited to, those of the Export Administration Regulations of the U.S. Department of Commerce (the "EAR"), which may restrict or require
licenses for the export of Items from the United States and their re-export from other countries. Buyer shall comply with the EAR and all other
applicable laws, regulations, laws, treaties, and agreements relating to the export, re-export, and import of any Item. Buyer shall not, without
first obtaining the required license to do so from the appropriate U.S. government agency; (i) export or re-export any Item, or (ii) export,
re-export, distribute or supply any Item to any restricted or embargoed country or to a person or entity whose privilege to participate in exports
has been denied or restricted by the U.S. government. Buyer shall, if requested by Seller, provide information on the end user and end use of
any Item exported or to be exported by Buyer. Buyer shall cooperate fully with Seller in any official or unofficial audit or inspection related to
applicable export or import control laws or regulations, and shall indemnify and hold Seller harmless from, or in connection with, any violation of
this Section by Buyer or its employees, consultants, or agents.
13. Resale. Subject to the terms and conditions herein, Buyer shall have the right to resell or transfer the Products to any third party (an "End
User"), provided that (a) Buyer makes such sale pursuant to binding terms and conditions no less protective of Seller and the Product
hereunder and Buyer makes no representation or warranty on behalf of Seller, (c) Buyer fairly and accurately represents the Product at all
times only in accordance with the express statements in Seller's written documentation, and (d) Buyer ensures that Seller's user manual and
all applicable warnings are delivered to each and every End User of the Product.
14. U.S. Government. The use, duplication, reproduction, release, modification, disclosure or transfer of software Products, or any related
documentation of any kind (including, without limitation, technical data or manuals), is restricted in accordance with Federal Acquisition
Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation 227.7202 for military agencies. The software Products are
"commercial items" and commercial computer software and the related documentation is commercial computer software documentation. The
use of the software Products and related documentation is further restricted in accordance with the terms of this Agreement and any software
license included or provided with a particular software Product.
15. MISCELLANEOUS. (a) Buyer may not delegate any duties nor assign any rights or claims hereunder without Seller's prior written consent,
and any such attempted delegation or assignment shall be void. (b) The rights and obligations of the parties hereunder shall be governed by
and construed in accordance with the laws of the State of Seller, without reference to its choice of law provisions. Each party hereby
irrevocably consents to the exclusive jurisdiction of the state and federal courts located in the county and state of Seller, in any action arising
out of or relating to this Agreement and waives any other venue to which it may be entitled by domicile or otherwise Any action arising under
this Agreement must be brought within one (1) year from the date that the cause of action arose. (c) The application to this Agreement of the
U.N. Convention on Contracts for the International Sale of Goods is hereby expressly excluded. (d) In the event that any one or more
provisions contained herein shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity.
legality and enforceability of the remaining provisions contained herein shall remain in full force and effect, unless the revision materially
changes the bargain. (e) Seller's failure to enforce, or Seller's waiver of a breach of, any provision contained herein shall not constitute a
waiver of any other breach or of such provision. (f) Buyer agrees that all pricing, discounts and technical information that Seller provides to
Buyer are the confidential and proprietary information of Seller. Buyer agrees to (1) keep such information confidential and not disclose such
908 Devices Inc., 645 Summer Street, 2nd Floor, Boston, MA 02210, P: (857) 254-1500 www.908devices.com
908devices
645 Summer Street, 2nd Floor
Boston, MA 02210
information to any third party, and (2) use such information solely for Buyer's internal purposes and in connection with the Products supplied
hereunder. Nothing herein shall restrict the use of information available to the general public. (g) Any notice or communication required or
permitted hereunder shall be in writing and shall be deemed received when personally delivered or three (3) business days after being sent by
certified mail, postage prepaid, to a party at the address specified herein or at such other address as either party may from time to time
designate to the other
908 Devices Inc. 645 Summer Street, 2nd Floor, Boston, MA 02210, P: (857) 254 1500 www.908devices.com
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CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: Fire
Project Manager: David Catalinotto Extension: x3309
Contractor Name: 908 Devices
Contractor's Contact: Kathy Peck Contact's Email: kpeck@908devices.com
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
DATE
Check/Initial
1
Project Manager
a. Email PINS Introductory Notice to Contractor
N/A
❑
9/26/2019
b. Email contract (in Word) and attachments to City
Attorney c/o Laraine.Gittens@cityofsanrafael.org
❑
2
City Attorney
a. Review, revise, and comment on draft agreement
9/26/2019
® LG
and return to Project Manager
10/3/2019
® LG
b. Confirm insurance requirements, create Job on
(N/A)
PINS, send PINS insurance notice to contractor
3
Department Director
Approval of final agreement form to send to
Click or tap
❑
contractor
to enter a
Forward three (3) originals of final agreement to
elate.
4
Project Manager
Click here to
❑
contractor for their signature
enter a date.
❑ N/A
5
Project Manager
When necessary, contractor -signed agreement
agendized for City Council approval *
*City Council approval required for Professional Services
❑
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
Click here to
Date of City Council approval
enter a date
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
6
Project Manager
Forward signed original agreements to City
Attorney with printed copy of this routing form
Review and approve hard copy of signed
7
City Attorney
/ �l 9
/
City Attorney
agreement
Review and approve insurance in PINS, and bonds
8
(for Public Works Contracts)
9
City Manager/ Mayor
Agreement executed by City Council authorized
4
official
Attest signatures, retains original agreement and
10
City Clerk
forwards copies to Project Manager