HomeMy WebLinkAboutContract 52960 Fa
OCT c ��Fb CSC No. 52960
cirraFr2.. 2019
CI NS�R� y ry SUPPLIER SERVICES AGREEMENT
QIAGEN,LLC
This SUPPLIER SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CTTY OF FORT WORTH("City"), a Texas home rule municipal corporation, acting by and
through Jesus J Chapa, its duly authorized Assistant City Manager, and QIAGEN, LLC. ("Supplier"), a
California Limited Liability Company, and acting by and through Tim Grabham, its duly authorized
Assistant Secretary. City and Supplier are each individually referred to as a "party" and collectively
referred to as the "parties." The term"Supplier" shall include the Supplier, its officers, agents, employees,
representatives,contractors or subcontractors. The term"City" shall include its officers,employees,agents,
and representatives.
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
L This Supplier Services Agreement;
2 Exhibit A 1- Scope of Services;
3. Exhibit A 2- Sales Terms &Conditions;
4. Exhibit A3 - General Terms and Conditions for Support Agreements;
5 Exhibit B- Price Schedule; and
6 Exhibit C- Verification of Signature Authority Form
All Exhibits attached hereto and incorporated herein are made a part ofthis Agreement for all purposes. In
the event of any conflict between this Agreement and the Exhibits listed above, the terms and conditions of
this Agreement shall control. To the extent the Exhibits, in any way, requires City to indemnify or hold
Supplier or any third party harmless from damages of any kind or character, City objects to these terms and
any such terms are hereby deleted from the Exhibits and shall have no force or effect.
1. SCOPE OF SERVICES.
Supplier hereby agrees, with good faith and due diligence, to provide the City with all necessary
labor, material, and equipment to provide three (3) automated sample processor systems and continuous
maintenance on those automated sample processor systems for City offort Worth(City)Police Department
(FWPD) Crime Lab. Specifically, Supplier will perform all duties outlined an described in the Statement
of Work, which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further
referred to herein as the "Services." Supplier shall perform the Services in accordance with standards in
the industry for the same or similar services. In addition, Supplier shall perform the Services in accordance
with all applicable federal, state, and local laws,rules, and regulations. Ifthere is any conflict between this
Agreement and Exhibit A, the terms and conditions of this Agreement shall control.
2. TERM.
The Agreement shall become effective upon the signing of the Agreement by an Assistant City
Manager of the City (the "Effective Date") and shall expire one (1) year after the Effective Date (the
"Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term'D. This
Agreement may be renewed for two(2) consecutive one-year terms upon mutual agreement by the Parties,
each a"Renewal Term." The City shall provide Supplier with written notice of its intent to renew at least
thirty(30) days prior to the end of each term.
Supplier Services Agreement
City ofFort Worth and Qiagen,L L C Page 1of30
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
3. COMPENSATION.
City shall pay Supplier in accordance with the provisions of this Agreement and Exhibit "B," -
Price Schedule. Total payment made under this Agreement for the Initial Tenn by City shall not exceed
the amount of Ninety Two Thousand, Five Hundred and Forty Dollars ($92,540.00). For any
following renewals, the total payment made by City shall not exceo the amount of Nine Thousand,
Two Hundred and Sixty-Seven Dollars ($9,267.00). Supplier shall ot perform any additional services
or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in
writing the additional costs for such services. City shall not be liable for any additional expenses of Supplier
not specified by this Agreement unless City first approves such expenses in writing. City agrees to pay all
invoices of Supplier within thirty(30)days from the date ofthe invoice.
4. SELLER TO PACKAGE GOODS
Supplier shall package goods in accordance with good conunercial practice. Each shipping
container, shall be clearly and permanently marked as follows: (a) Sup&r's name and address: (b) City's
name, address and purchase order or purchase change order number, (c)Container number and total number
of containers, e.g., box I of 4 boxes; and (d)Number of the container bearing the packing slip. Supplier
shall bear the cost ofpackaging 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. City's count or Nveight shall be final and conclusive
on shipments not accompanied by packing lists.
a SHIPMENT UNDER RESERVATION PROHIBITED
Supplier is not authorized to ship the goods under reservation, and no tender of bill of lading will
operate as a tender of goods.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES
Freight terms shall be FOB Shipping Point,Prepaid and absorbed by Supplier,unless delivery terms
are specified otherwise in Supplier's proposals. City agrees to reimburse Supplier for transportation costs
in the amount specified in Supplier's proposals or actual costs, whichever is lower, if the quoted delivery
terms do not include transportation costs.
7. PLACE OF DELIVERY
The place of delivery shall be set forth in the "Ship to" block oftlie purchase order,purchase change
order, or release order.
R RIGHT OF INSPECTION
City shall have the right to inspect the goods upon delivery before accepting them. The City agrees
that such inspection shall occur within thirty(30) days from the date of delivery or installation, whichever
is latest. No claim will be honored if City fails to notify Supplier within 1he period specified Supplier shall
be responsible for all charges for the return to Supplier ofany goods rejected as being nonconforming under
the specifications.
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9. SAFETY_WARRANTY
Supplier warrants that the product sold to City shall conform to the standards promulgated by the
U.S. Department o fLabor under the Occupational Safety and Health Act(OSHA)of 1970, as amended. In
the event the product does not conform to OSHA standards, City may return the product for correction or
replacement at Supplier's expense. Where no correction is or can be made, Supplier shall refund all monies
received for such goods within thirty (30) days after request is made by City in writing and received by
Supplier.Notice is considered to have been received upon hand delivery, or otherwise in accordance with
Section 24.0 ofthis Agreement. Failure to make such refund shall constitute breach and cause this contract
to terminate immediately.
10. WARRANTY.AGAINST.INFRINGEMENT.O F.INTELLECTUAL.PROPERTY
10.1 The SUPPLIER warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software, analyses,
applications, methods, ways, and processes (in this Section each individually referred to as
a"Deliverable" and collectively as the "Deliverables,")do not infringe upon or violate any
patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property
rights or other third party proprietary rights, in the performance of services under this
Agreement.
102 S U P P L I E R shall be liable and responsible for any and all claims made against the
City 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 City's continued use of the Deliverable(s) hereunder.
11 TERMINATION.
11.1. If either party commits a material breach ofthis Agreement, the non-breaching Party must
give written notice to the breaching party that describes the breach in reasonable detail. The breaching
party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or
other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the state
period oftime, the non-breaching party may, in its sole discretion, and without prejudice to any other right
under this Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the
breaching party.
11.2 Written Notice. City may terminate this Agreement as related to the services portion of
this Agreement as discussed in more detail within Exhibit"A" at any time and for any reason by providing
the other party with 90 days' written notice of termination.
11.3 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Supplier 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 City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
11.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Supplier for services actually rendered up to the effective date of
termination and Supplier shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
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City of Fort Worth and Qiagen, L L C Page 3 of30
reason, Supplier shall provide City with copies of all completed or partially completed documents prepared
under this Agreement. In the event Supplier has received access to Cir✓ Information or data as a requirement
to perform services hereunder, Supplier shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City.
12 DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
121 Disclosure of Conflicts. Supplier hereby warrants to City that Supplier has made full
disclosure in writing ofany existing or potential conflicts of interest related to Supplier's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Supplier hereby agrees immediately to make full disclosure to City in writing.
12.2 Confidential Information. City is agovernment entity under the laws ofthe State of Texas
and all documents held or maintained by City are subject to disclosure under the Texas Public Information
Act To the extent the Exhibits require that City maintain records m violation ofthe Act,City hereby object
to such provisions and such provisions are hereby deleted from the Exhibits and shall have no force or
effect In the event there is a request for information marked Confidential or Proprietary, City shall
promptly notify Supplier. It will be the responsibility of Supplier to submit reasons objecting to disclosure.
A determination on whether such reasons are sufficient will not be deem d by City, but by the Office ofthe
Attorney General ofthe State ofTexas or by a court ofcompetentjuiisd ction. The City acknowledges that
Supplier may use products, materials, or methodologies proprietary to Supplier. The City agrees that
Supplier's rights in such proprietary products, materials,or methodologies unless the parties have executed
a separate written agreement with respect thereto. Supplier, for itself and its officers, agents, employees,
agrees that it shall treat all information provided to it by the City("City Information") as confidential and
shall not disclose any such information to a third party without the prior written approval of the City.
Supplier, for itself and its officers, agents and employees, agrees that it shall treat all information provided
to it by City("City Information")as confidential and shall not disclose any such information to a third party
without the prior written approval of City.
123 Unauthorized Access. Supplier shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Supplier shall notify City immediately if the security or integrity of any City
Information has been compromised or is believed to have been compromised, in which event, Supplier
shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what
information has been accessed by unauthorized means and shall fully cooperate with City to protect such
City Information from further unauthorized disclosure.
13. RIGHT TO AUDM
13.1 Supplier agrees that City shall, until the expiration of three (3) years after final payment
under this contract, or the final conclusion ofany 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 Supplier involving transactions relating to this
Agreement at no additional cost to City. Supplier agrees that City shall have access during normal working
hours to all necessary Supplier facilities and shall be provided adequate and appropriate work space in order
to conduct audits in compliance with the provisions of this section. City shall give Supplier reasonable
advance notice of intended audits. Audit costs and expenses shall be borne by the City.
13.2 Supplier further agrees to include in all its subcontractor agreements hereunder aprovision
to the effect that the subcontractor agrees that the City shall, until expiration of three (3)years after final
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payment of the subcontract, have access to and the right to examine at reasonable times any directly
pertinent books, documents,papers and records of such subcontractor involving transactions related to the
subcontract, and further that City shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance and the provisions of this paragraph. City shall give subcontractor not less than 10 days written
notice of any intended audits. Such audit costs and expenses shall be bome by the City.
14. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Supplier shall operate as an independent contractor as to
all rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Supplier shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subcontractors. Supplier acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Supplier, its officers, agents, employees, servants,
Suppliers and subcontractors. Supplier further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Supplier. It is further understood that City shall in no
way be considered a Co-employer or a Joint employer of Supplier or any officers, agents, servants,
employees or subcontractors of Supplier. Neither Supplier, nor any officers, agents, servants, employees
or subcontractors of Supplier shall be entitled to any employment benefits from City. Supplier shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
15. LIABILITY AND INDEMNIFICATION.
15.1 GENERAL INDEMNIFICATION-SUPPLIER HEREBY COVENANTS AND AGREES 70
INDEMNIFY, HOLD HARMLESS AND DEFEND CITY ITS OFFICERS, AGENTS, SERVANTS
AND EMPLOYEES, FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS OR
LAWSUITS DIRECTLY CAUSED BY 77IE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF SUPPLIER OR ITS EMPLOYEES OR AGENTS. INNO EVENT SHALL EITHER PARTYBE
LIABLE 70 77IE OT NER OR ANY T7IIRD PARTYIN CON7TtACT, TORT OR OTBERWISE FOR
WCLDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT
LIMITATION, PUNITIVE OR ECONOMIC DAMAGES OR LOST PROFITS, REGARDLESS OF
WHETHER EITHER PARTYSHALL BE ADVISED, SHALL IIA PE OTHER REASON 70 KNOW
OR INFACTSHALL KNOW OF THE POSSIBILITY.
15.2 A PARTYSEEKING INDEMNIFICATION OR REIMBURSEMENT HEREUNDER SHALL
GIVE TILE OTHER PARTYPROMPT WRI77EENNOT7CE OFANYSUCH CLAIM OR LAWSUIT
(INCLUDINGA COPY TBEREOF) SERVED UPONITAND SHALL FULLY COOPERATE WITH
77IE INDEMNIFYING PARTYAND ITS LEGAL REPRESENTATIVES IN 77IE INVESTIGATION
OFANYMATTER THE SUBJECT OFINDEMNIFICATION. THEINDEMNIFIEDPARTYSHALL
HA PE NO RIGHT 70 TENDER AN APPEARANCE IN TIE PROCEEDINGS. THE
INDEMNIFYING PARTY SHALL HAVE FULL CONTROL OVER 7NE PROCEEDINGS,
INCLUDING BUT NOT LIMITED TO, SELECTION OF COUNSEL 70 TENDER APPEARANCE
FOR TNEINDEMNIFYINGPARTYAND FOR 7NEINDEMNIFIEDPARTY. ThEINDEMNIFIED
PARTYSHALL PROMPTLYSIGNANYAND ALL REASONABLYNECESSARYDOCUMENTS
FOR TBE SELECTION OF COUNSEL,SUCHASA JOINTDEFENSEAGREEMENT,AND SHALL
NOT UNREASONABLY WITHHOLD ITS CONSENT 70 CONFLICT WAIVERS TBE
INDEMNIFIED PARTY'S ATTORNEY'S FEES SHALL BE LIMITED 70 THOSE NECESSARY
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FOR COMPLYING WITH THE INDEMNIFYING PARTY'S REQUESTS FOR SUPPORT THAT
NECESSARILY CALL FOR THE USE OF THE INDEMNIFIED PARTY'S COUNSEL (EG.,
PREPARING A WITNESS FOR DEPOSITION). THE PARTY SEEKING INDEMNIFICATION
SHALL NOT UNREASONABLY WITHHOLD ITS APPROVAL OF THE SETTLEMENT OFANY
CLAIM, LIABILITY, OR ACTION COVERED BY SECTION 15.2 AS APPLICABLE, WILL
COOPERATE WITH COUNSEL OF THE 17VDEMAVFYING OR REIMBURSING PARTY, AND
RESER VES THE RIGHT 70 ENGAGE ITS OWN COUNSEL 70 ASSIST IN THE DEFENSE A T
IRE EXPENSE OF THE INDEMNIFYING PARTY.
153 INTELLECTUAL PROPERTY INFRINGEMENT- The Supplier warrants that all
Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs,
documentation, software, analyses, applications, methods, ways, and processes (in this Section 15.3
each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not
infringe upon or violate any patent, copyrights, trademarks, serree marks, trade secrets, or any
intellectual property rights or other third party proprietary rights, in the performance of services
under this Agreement.
Supplier shall be liable and responsible for any and all claims made against the City 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 City's continued use of the Deliverable(s)
hereunder.
16. ASSIGNMENT AND SUBCONTRACTING.
16.1 Assignment. Neither Party shall assign or subcontract any of its duties, obligations or
rights under this Agreement without the prior written consent ofthe other Party. Ifthe Party grants consent
to an assignment, the assignee and the Parties shall execute a written agreement under which the assignee
agrees to be bound by the duties and obligations under this Agreement. The assignor and assignee shall be
jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to
a subcontract, the subcontractor shall execute a written agreement with the Supplier referencing this
Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the
Supplier under this Agreement as such duties and obligations may apply. The Supplier shall provide the
City with a fully executed copy of any such subcontract.
16.2 Subcontract. If City grants consent to a subcontract, subcontractor shall execute a written
agreement with Supplier referencing this Agreement under which subcontractor shall agree to be bound by
the duties and obligations of Supplier under this Agreement as such duties and obligations may apply.
Supplier shall provide City with a fully executed copy of any such subcontract.
17. INSURANCE.
Supplier shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
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17.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
$1,000,000- Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by Supplier, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned, hired and non-owned
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000- Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
172 General Reauirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear. The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten(10)days' notice shall be acceptable in the
event of non-payment of premium.Notice shall be sent to the Risk Manager, City
o f Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A-VII in the current
A.M. Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver ofthe insurance requirement.
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City of Fort Worth and Qiagen,LLC page 7 of30
(f) Certificates of Insurance evidencing that Supplier has obtained all required
insurance shall be delivered to the City prior to Supplier proceeding with any work
pursuant to this Agreement.
18. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS.
Supplier agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Supplier of any violation of such laws, ordinances,Hiles
or regulations, Supplier shall immediately desist from and correct the violation.
19. NON-DISCREMIINATION COVENANT.
Supplier, for itself, its personal representatives, assigns, subcolitractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Supplier's duties and obligations
hereunder, it shall not discriminate in the treatment or employment of aqy individual or group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIM11NATION COVENANT BY SUPPLIER, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBSUPPLIERS OR SUCCESSORS IN INTEREST,
SUPPLIER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND
CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
20. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (I) hand-delivered to the other party, its agents, employees, servants cr
representatives,(2) delivered by facsimile with electronic confirmation ofthe transmission,or(3)received
by the other party by United States Mail, registered,return receipt requested, addressed as follows:
To CITY: To SUPPLIER:
City o f Fort Worth QIAGEN, LLC.
Attn: Jesus I Chapa, Assistant City Manager Tim Grabham, Assistant Secretary
200 Texas Street 19300 Germantown Road
Fort Worth, TX 76102-6314 Germantown, N>b 20874
Facsimile: (817) 392-8654 800-426-8157
With copy to Fort Worth City Attorney's Office at
same address
21. SOLICITATION OF EMPLOYEES.
Neither City nor Supplier shall, during the term of this Agreement and additionally for aperiod of
one year after its termination, solicit for employment or employ, whether as employee or independent
contractor,any person who is or has been employed by the other during the term of this Agreement,without
the prior written consent ofthe person's employer. Notwithstanding the foregoing, this provision shall not
apply to an employee ofeither party who responds to a general solicitation ofadvertisement of employment
by either party.
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22. GOVERNMENTAL POWERS.
Its understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
23. NO WAIVER.
The failure of City or Supplier to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Supplier's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
24. GOVERNING LAW IVENUE.
This Agreement shall be construed in accordance with the laws ofthe State of Texas. If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division. Each party hereby irrevocably waives its rights to trial by jury in
any action or proceeding arising out ofthis Agreement.
25. SEVERABILITY.
If any provision of this Agreements held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
26. FORCE MAJEURE.
City and Supplier shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
27. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part ofthis Agreement, and are not intended to define or limit the scope ofany provision ofthis Agreement
28. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation ofthis Agreement or Exhibits A, B, and C
29. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment,modification, or extension ofthis Agreement shall be binding upon a party hereto
unless set forth in a written instrument, which is executed by an authorized representative of each party.
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30. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement
between City and Supplier,their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreements hereby declared null and void to the extent in conflict
with any provision ofthis Agreement.
31. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument.
32. WARRANTY OF SERVICES.
Supplier warrants that its services will be of a high and professional quality and conform to generally
prevailing industry standards. City must give written notice ofany breach ofthis warranty within thirty(30)
days from the date that the services are completed In such event, at Su plier's option, Supplier shall either
(a) use commercially reasonable efforts to re-perform the services a manner that conforms with the
warranty, or(b)refund the fees paid by City to Supplier for the nonco forming services.
33. IlVMGRATION NATIONALITY ACT.
Supplier shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (19). Upon
request by City, Supplier shall provide City with copies of all 11 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Supplier shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Supplier employee who is not legally eligible to erform such services. SUPPLIER
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SUPPLIER,
SUPPLIER'S EMPLOYEES,SUBCONTRACTORS,AGENTS,T LICENSEES. City,upon written
notice to Supplier, shall have the right to immediately terminate thi Agreement for violations of this
provision by Supplier.
34. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf ofthe respective party, and that such binding authority has been granted by proper
order,resolution,ordinance or other authorization ofthe entity.This Agreement and any amendment hereto,
may be executed by the Assistant Secretary of Supplier whose name, title and signatures affixed on the
Signature Page of this Agreement and which is authorized by the party who has allowed for such
representation on Exhibit C Each party is fully entitled to rely on these warranties and representations in
entering into this Agreement or any amendment hereto. Any signature delivered by a party by facsimile or
other electronic transmission (including email transmission of a port9ble document file (pdt) cr similar
image) shall be deemed to be an original signature hereto.
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35. CHANGE IN COMPANY NAME OR OWNERSHIP
Supplier shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose ofmaintaining updated City records. The president of Supplier or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9, documents filed with the state
indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
36. NO BOYCOTT OF ISRAEL
If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section
does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have
the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this
Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1)
does not boycott Israel; and(2) will not boycott Israel during the term o fthe Agreement.
37. SURVIVAL OF PROVISIONS.
The parties' duties and obligations pursuant to Section 11.4 (Duties and Obligations), Section 12
(Disclosure of Conflicts and Confidential Information), Section 13 (Right to Audit), and Section 15
(Liability and Indemnification) shall survive termination ofthis Agreement.
3& SUPPLIERS' STANDARD TERMS AND CONDITIONS.
This Agreement shall be performed in accordance with Supplier's Standard Sales Terms and
Conditions, incorporated herein as Exhibit Al and Supplier's General Terris and Conditions for Support
Agreements, incorporated herein as Exhibit A2. In the event of a conflict between the provisions set forth
in this Agreement and those contained in Exhibit A 1 and/or Exhibit A2, the provisions set forth in this
Agreement shall control.
(signature page follows)
Supplier Services Agreement
City of Fort Worth and Qiagen,LLC Page 11 of30
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I an the person
responsible for the monitoring and administration of
Jesus J.Chapa(Oct 23,2019; this contract, including ensuring all performance and
Name: Jesus J Chapa
reporting requirements.
Title: Assistant City Manager
Michael S. ward
Date: Michael 5.'t;;,d iOct 16,2019)
Name: Michael Ward
APPROVAL RECOMMENDED: . Title: Forensic Director
APPROVED AS TO FORM AND LEGALITY:
Elwin Kraus(Oct 16,2019) `x';,^•., -
Name: Edwin O�]' �'t 7hoN(f l`fGI`/,rm,
Title: Chief •• •.;[0 B Thomas Hansen(Oct 21,2019)
42019;)
".YName: Thomas R Hansen
ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
irrsM&C: Not Applicable
Mary Kayser(
Name: Mary J. I
Title: City Secretary
SUPPLIER:
QIA GEN,L I ATTEST:
By: By.
Name: Tim Grabham, Name: -
Title: Assistant Secretary Title:
Date: /JO/I O/ J. Ol 9
Supplier Services Agreement
City ofFort Worth and Qiagen,LLC Page 12 of30
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
i
EXHIBIT Al
SCOPE OF SERVICES
1.0 QIACUBE CONNECT SYSTEM REQUIREMENTS
Ll "Supplier," shall provide all necessary labor, material, and equipment to provide three(3)
automated sample processor systems and continuous maintenance on these sample processor
systems for the City of Fort Worth in compliance with the following requirements:
• The automated sample processors shall be new,unused, ofrecent manufacture and
suitable for its intended purpose.
12 The automated sample processor systems shall be capable ofperforming an automated
differential separation and wash protocol for sexual assault samples. The automated sample
processor systems shall be a QlAcube Connect system.
13 Operating Requirements
• Power 100-120 V AC, 50/60 H7, 650 (North America and Japan)
• -Mains supply voltage fluctuations are not to exceed 101/o of nominal supply
voltages.
Overvoltage category 11
• Air temperature: 18 to 28'C(64.4 to 82.4°F)
• Relative humidity: 15-75%(noncondensing)
Altitude: Up to 2000 in(6500 8.)
• Place of operation: For indoor use only
Pollution level 2
• Environmental class 3K2 (EEC 60721-3-3)
1.4 Transportation Conditions
Air temperature 25°C to 60•C(-13'F to 140•F)in manufacturer's package
• Relative humidity Max. 75%(noncondensing)
Environmental class IK2 (IEC 60721-3-1)
15 Storage Conditions
Air temperature 15°C to 30•C(59`F to 85'F)in manufacturer's package
Relative humidity Max. 75% (noncondensing)
• Environmental class IK2 (IEC 60721-3-1)
1.6 Ultraviolet(UV) lamp
• Wavelength: 278 nm; Optical power: 200-300 mW
L 7 Handheld scanner
• Scan pattern: Area Image (838 x 640-pixel array); Motion tolerance: Up to
61 Oc rM (240 in/s)for 13 mil UPC atoptimal focus; Symbol contrast: 201/o
minimum reflectance difference; Decode capability: Reads standard ID, PDF,
20, Postal and OCR symbology
1.8 Touchscreen
104' TFT Touchscreen, active area 211.2 x 158.4 rum, resolution 800*600
SVGA
19 Data output
Supplier Services Agreement
City ofFort Worth and Qiagen,LLC- Exhibit Al Page 13 of30
• USB stick: USB2.0;
• Compatible OS: Windows 8, Windows 7, Windows Vista, Windows XP(SP3 or
later); Mac OS x 10,1 or later;
• Operating temperature range: 0'C to 35'C;
• Operating humidity range: 10 to 90% (with no condensation);
• Storage temperature range: -20'C to 60'C(-4*F to 140'F);
• Storage humidity range: 10 to 901/o (with no condensation);
• Formatting: FAT32
1.10 Mechanical data and hardware features
• Dimensions(hood closed): width 65 cm(25.6 in.), height 58 cm(22.8 in.),
depth 62 cm(24.4 in.); Dimensions (hood open): width 65 cm (25.6 in.),height
86 cm(34 in.), depth 62 cm (24.4 in.); Mass: QIAcube Connect, or equal: 71.5
kg(157.6 lb.);Accessories: 3 kg(6.6 lb.)
• Centrifuge: 12,000 x g maximum, Swing-out rotor, maximum 45% 12 rotor
positions
• Shaker:
o Speed 100-2000 rpm
o Amplitude 2mm
o Heating range of ambient temperature to VC(158'F)
o Ramp-up time of<5 minutes from ambient temperature to 55'C(=3'C)
o Difference in the temperature detected by the internal sensor and the
temperature ofthe sample liquid is approximately 2'C Pipetting system:
Syringe size 1 ml, Pipetting range 5-900
• Pipetting system: Syringe size 1 ml, Pipetting range 5-900 NI
o Capacity Up to 12 samples per run
• Touchscreen Transmissive TFT, 64 x 86 x 6.5 mm, white LED backlight, high
brightness
1.11 System Components Required
• 1 each, QIAcube Connect, Catalog#9002840, or equal
• 2 each, QIAcube Connect Instrument,Catalog#9002841, or equal
• 3 each, Differential Wash Protocol Pack, QIAcube, Catalog#9243312, or equal
3 each, QIAcube Connect, Installation, Catalo #9245211,or equal
• 3 each, Starter Pack, QIAcube, Catalog#9903 5, or equal
• 3 each,Annual Preventative Maintenance Agreement after the first year
1.12 Following receipt ofa valid City ofFort Worth purchase order,the automated sample
processor shall be delivered to the City ofFort Worth, Police Department, Crime
Laboratory, 3616 E Lancaster Avenue, Fort Worth, Texas 76103
1.13 Performance-Failure ofthe City to insist in any one or more instances upon
performance of any of the terms and conditions of this contract shall not be construed as
a waiver or relinquishment ofthe future performance of any terms and conditions, but
the Contractor's obligation with respect to such performance shall continue in full force
and effect.
2.0 Warranty and Maintenance of the QIACUBE CONNECT SYSTEM(Applicable to the
Initial Term and any Renewal)
2.1 Supplier shall provide one preventive maintenance per year for eac�Qiacube. Additionally, Supplier
shall provide any repairs necessary ofthe Qiacubes as needed throughout the term of the agreement.
Supplier Services Agreement
City offort Worth and Qiagen,LLC-Exhibit Al Page 14 of30
This maintenance coverage is a I year coverage of travel, labor, and spare parts. The instrument is
repaired at City's site with an onsite response time of48 hours. The agreement includes a preventive
maintenance/inspection visit.
Supplier Services Agreement
City offort Worth and Qiagen, LLC-Exhibit Al Page 15 of30
Exhibit A2
Sales Terms and Conditions
Sales Terms & Conditions
Sample to Insight
1. THE CONTRACT.
These terms and conditions (also referred to as this "Agreement') apply to all sales of products and services by QIAGEN to its
customers (each, a "Customer"), unless QIAGEN and Customer have agreed b a separate written contract signed by authorized
representatives of both parties (a "Contract"). To the extent the parties have executed a Contract, and there are ary conflicts
between these terms and those h the Contract, then the Contract shall control. Any provisions printed or otherwise contained h any
purchase order, ac nowledgement, acceptance or other document from Customer purporting to govern the purchase of products or
services from QIAGEN which are inconsistent with or h addition to these temps and conditions shall have no force or effect and
shall not constitute any part of the Agreement between the parties, unless h writing and signed by an authorized representative of
QIAGEN.
2. ORDERS.
Customer shall place orders for QIAGEN products using purchase orders consistent with these terms and conditions. All orders shall
include the minimum following information: shipping and billing address. catalog number, product description, size, quantity, and
purchase order number. h the event Customer's purchase order varies from the terms herein, the terms herein shall control, even if
Customer's purchase order states otherwise. All confirmations, invoices and other wrtings delivered by QIAGEN to Customer shall
be deemed accepted by Customer together with any terms and conditions set forth thereon unless Customer gives written notice b
QIAGEN prior b shipment of products or performance of services by QIAGEN.
3. PRICING AND ACCEPTANCE.
3.1 Al prices are subject to change without prior notice. Pricing provided h a written quotation signed by an authorized QIAGEN
representative shall be valid during the period specified on the quotation, however, this price may be adjusted by QIAGEN due to
market conditions, increases in the rate of inflation, or increased production and distribution costs.
3.2 The prices stated herein do not include any sales, use or excise taxes, customs duties, imposts or other assessments of any kind,
value-added or similar taxes, which may arise from the manufacture, processing, sails or shipment of the products or services, and
Customer shall be solely responsible for any and all such taxes, duties or other assessments. If QIAGEN has the legal obligation to
collect any such taxes, duties or other assessments, the appropriate amount shall be added to QIAGEN's invoice b Customer and
paid by Customer. If, for whatever reason, QIAGEN does not collect any such amount from Customer and QIAGEN becomes liable
to pay any such taxes, duties or other assessments or any penalties related thereto, Customer shall promptly pay such amounts
directly b the appropriate governmental authority or, if QIAGEN is required b pay or has paid such amounts, shall pay such
amounts to QIAGEN h accordance with Section 4 below.
3.3 All orders from Customer are binding upon Customer and may be accepted by QIAGEN, at QIAGEN's option, either by
sending en order acknowledgement or confirmation, or by delivering the resulting products or services to Customer.
-- Sample to Insight
Supplier Services Agreement Page 16 of30 QJAGEN
City of Fort Worth and Qiagen,LLC-Exhibit A2
4. TME; RISK CIF LOSS SHIPPING.
4.1 All products are shipped FCA QIAGEN's facility, with shipping and handling fees prepaid and added to the invoice amount
Title to and risk of lass of products shall pass to Customer at the place and time QIAGEN delivers such products to the shipper.
QIAGEN may change freight carriers without notice. If a shipment fails to be delivered as scheduled, Customer shall be responsible
for pursuing a claim witlh the freight company and QIAGEN shall provide reasonable cooperation with such endeavor.
4.2 Representations as to delivery dates are approximate only, unless QIAGEN has given en expressly binding commitrnent. Partial
delivery or performance of products and services under this Agreement shall be permitted unless Customer has expressly stated h
writing on the face of the QIAGEN quotation or on the Customer's purchase order that partial delivery will not be accepted.
4.3 QIAGEN shall not be liable for ary delay h performance or nonperformance as the result of war. fire, flood. accidents, ads of
God, terrorism, embargoes, ads of third parties, ads of governmental authority or arry agency or oommission thereof, breakdown
of equipment, shortages of material, labor or power, labor strikes, work stoppage or labor unrest, or arry other cause beyond
QIAGEN's reasonable control. If arry of the foregoing events occurs, QIAGEN may make deliveries of the products and services
proportionate to production and/or postpone the shipment or delivery period of the products and services to a reasonable time after
the difficulty has ceased, or QIAGEN may, at ils option upon notice given to Customer within twenty (20) days after the
commencement of any such event, declare this Agreement terminated and all rights and liabilities of QIAGEN and Customer, except
with respect to products and services previously shipped or performed or in QIAGEN's inventory, shall cease axi terminate.
QIAGEN shall have ro obligation to buy h the open market any article to be used in QIAGEN's manufacture or processing when
the supplier thereof has defaulted h delivery.
4.4 If this Agreement calls for more than one shipment of products or delivery of services, each shipment and delivery shall
constitute a separate sale under the terms and conditions of this Agreement and Customer agrees to accept each shipment and
delivery and pay each invoice h full when due at the contract prices regardless of controversies relating to other delivered or nort-
delivered products or services. If Customer fails to accept or pay for shipment or delivery, or in the event a dispute arises concerning
QIAGEN's performance hereunder, then QIAGEN may, without prejudice to any other lawful remedy and without any liability to
Customer, (i) suspend further performance hereunder until acceptance or payment by Customer of all previous shipments and
deliveries or until the dispute shall have been resolved, or (ii) terminate this Agreement with respect to any unaccepted or
undeliverable portion, h which case Customer shall be responsible for any expense or loss sustained by QIAGEN h connection
with this Agreement.
5. PAVVENT TERMS.
5.1 The full amount of each invoice for products and services hereunder shall be paid net 30 days (terms oontingent upon credit
worthiness of Customer) from the date of the invoice unless otherwise stated on the face of the invoice.
5.2 Payment by check or bill of exchange will be effective only after these instruments have cleared and been paid. Any discounts
and expenses shall be borne bj Customer.
5.3 QIAGEN reserves the right to assess a late fee equal to one and one-half percent (1.5%) per month or, if bwer, the maximum
amount permitted by applicable law, of all amounts not paid when due, calculated on a daily basis beginning with the 1st day
following the invoice due date. Any check or remittance received from or for the account of Customer may be accepted and
applied by QIAGEN against any indebtedness owing by Customer, without prejudice to, or the discharge of, the remainder of any
such indebtedness regardless of any condition, provision, statement, legend or notation appearing on, referring to or
accompanying any check or remittance.
Supplier Services Agreement
""`��r" City ofPort Worth and Qiagen,LLC-Exhibit A2 Page 17 of30
5.4 At any time, when in QIAGEN's opinion the financial condition of Customer so warrants, or if Customer fails to make payment
when due or otherwise defaults hereunder, QIAGEN may change any terms of payrn nt, suspend any credit previously extended to
Customer, require partial or full payment in advance and delay shipment until such tarns are met, and pursue any other remedies
available at law. In such event, if Customer refuses to accept such changes, any outstanding order may be cancelled without any
liability to QIAGEN. In the event of bankruptcy or insolvency of Customer or in the event any proceeding is brought by or against
Customer under any bankruptcy or insolvency laws or their equivalent, QIAGEN may cancel any order then outstanding without
liability to Customer.
6. LIMITED WARRANTY.
6.1 Product and Equipment Warranties.
(a) Product Warranty. QIAGEN warrants that, at the time of shipment, the products sold by it are free from defects in materials and
workmanship and conform to the Specifications, if any, that accompany the products. QIAGEN agrees to replace any defective or
non-conforming product (provided that such nonconformity was not caused by misuse or negligence of Customer) if Customer
provides notice to QIAGEN within thirty (30) days after receipt. No claim will be honored if Customer fails to notify QIAGEN within
the period specified.
(b) Equipment Warranty. QIAGEN warrants that all new instrumentation manufactured by QIAGEN will correspond to the product
specifications and be free from defects in workmanship and materials for a period of twelve (12) months from the original date of
shipment. Repair or replacement of defective parts will be provided to the purchaser during this time period provided the QIAGEN
instrumentation is operated under conditions of normal and proper use, but in the event damage is caused by the Customer. If any
part or subassembly proves to be defective, it will be repaired or replaced at QIAGEN's sole option, subsequent to inspection at the
factory, or in the field by an authorized factory representative, provided that such defect manifested under normal and proper use.
6.2 Customer agrees that QIAGEN's sole liability, and Customer's sole and exclusive remedy, pursuant to any claim of any kind
against QIAGEN, including without limitation any daim in contract, negligence or strict liability, shall be, at QIAGEN's option, (a)
replacement of any non-conforming products or reperformance of any non-conforming services or (b) a refund of the price allocable
to the non-conforming products or services.
6.3 Returns.
Customer must obtain authorization for all returns of products from a QIAGEN Customer Relations or Technical Services
Representative. A Returned Good Authorization number shall be assigned and must be included in the shipping documentation.
Some products may not be eligible for return due to regulatory or storage requirement3.
(a) Returns due to Nonconforming product. If Customer chooses to return nonconforming (i.e., does not conform to Specifications)
products under the product Warranty, QIAGEN will assess the product to verify the nonconformance. If the product is found to be
non- conforming, QIAGEN shall send a replacement within 48 hours for all stockec items. If Customer is asked by QIAGEN to
return the nonconforming product, QIAGEN will pay for the return shipping charges a; well.
(b) Returns due to Customer Ordering Error. Products ordered in error are returnable within thirty (30) days after shipment was
started by QIAGEN; provided that the products being returned remain unopened and suitable for resale, as determined by QIAGEN
in its sole discretion. Customer must pay for the return freight. A credit shall be issued for the invoice price of the returned product
less (1) a restocking fee of the greater of 20% of the return value or $30.00 and (2) freight costs incurred by QIAGEN for the
shipment to and/or from Customer. Special orders, non-stocked items, and discontinued reagents may not be returned.
]mane 2)i a Supplier Services Agreement Page 18 of30
City of Fort Worth and Qiagen,L L C-Exhibit A2
6.4 THE LIMITED WARRANTY N SECTION 6.1 ABOVE IS EXPRESSLY N LIEU OF ANY AND ALL OTHER WARRANTIES AND
QIAGEN HEREBY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION (A) ANY IMPLIED 1MRRANTIES CF MERCHANTABILITY CR FITNESS FOR A PARTICULAR PURPOSE, CR (8) ANY
IMPLIED 1MRRANTY THAT ANY USE OF THE GOODS CR SERVICES WILL NOT VIOLATE OR INFRINGE ANY PATENT CR OTHER
PROPRIETARY RIGHTS OF THIRD PARTIES, WITH RESPECT TO THE GOODS OR SERVICES, OTHER THAN AS EXPRESSLY SET
FORTH N SECTION fit ABOVE.
7. LIMITATION CF LIABILITY AND REMEDY.
7.1 CUSTOMER ACKNOWLEDGES AND AGREES THAT THE AMOUNTS WHICH QIAGEN IS CHARGING HEREUNDER DO NOT
INCLUDE ANY CONSIDERATION FOR QIAGEN'S ASSUMPTION OF THE RISK OF CONSEQUENTIAL OR INCIDENTAL DAMAGES
WHICH MAY ARISE N CONNECTION WITH USE OF THE GOODS OR SERVICES BY CUSTOMER. ACCORDINGLY, CUSTOMER
AGREES THAT QIAGEN SHALL NOT N ANY EVENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, INCLUDING WITHOUT LIMITATION PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS OR OTHER ECONOMIC
LOSS, ARISING N CONNECTION WITH CUSTOMER'S USE OF OR INABILITY TO USE THE GOODS OR SERVICES. THIS
LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION,WHETHER N CONTRACT OR TORT, INCLUDING
NEGLIGENCE AND INDEPENDENT OF ANY FAILURE OF ESSENTIAL PURPOSE OF THE LIMITED WARRANTY AND REMEDIES
PROVIDED HEREUNDER.
7.2 QIAGEN's liability for breach of warranty or for any loss or damage resulting from any other cause whatsoever, including
alleged negligence, shall not exceed the lesser of(i)the cost of correcting any non-conformities in the products or services or(ii)the
cost of replacing the products or reperforming the services. In no event (including unenforceability of the above limitations and
independent of any failure of essential purpose of the limited warranty and remedies provided hereunder) shall QIAGEN's
aggregate liability for damages under this Agreement exceed the purchase price previously paid by Customer for the non-
conforming products or services. The parties acknowledge that the limitations set forth in this Section 7.2 are integral to the prices
charged under this Agreement and that, were QIAGEN to assume any further liability other than as set forth herein, such prices
would of necessity be set substantially higher. Customer expressly agrees that this limitation of damages and remedies shall
constitute the exclusive remedies and measure of
damages available to Customer and all other remedies and measures of damages which might otherwise be available under the
law of anyjurisdiction are hereby waived by Customer.
7.3 Without limitation to the generality of the foregoing limitation, QIAGEN shall not be liable for any damage or loss caused by
the improper or unapproved use of the products.
8. INDEMNIFICATION.
Customer shall indemnify QIAGEN, defend and assume the settlement of, and the defense of any suit or suits or other legal
proceedings brought to enforce all losses, damages, injuries, claims, demands, and expenses ("Liability") arising out of the use of
Products purchased by Customer hereunder, regardless of where, how, and by whom used, and shall pay all judgments entered in
any such suit or suits or other legal proceedings, except for Liability resulting from QIAGEN's gross negligence of willful misconduct.
The indemnities and assumptions of liabilities and obligations herein provided for shall continue in full force and effect
notwithstanding termination of this Agreement. whether by expiration of time, by operation of law, or otherwise.
Supplier Services Agreement
Juice 3}1 G City ofFort Worth and Qiagen,LLC- Exhibit A2 Page 19 of30
9. GENERAL COMPLIANCE.
Each of the parties represents amd warrants b the other party that It will comply with all applicable Yaws, rules or regulations
("Applicable Lar d% including, but not limited b, applicable federal, state aid local laws, rules, regulations aid guidelines relating
b the manufacturing, quality control, packaging, labeling, handling, shipping, importation, exportation aid storage of Products,
HIPAA, Medicare aid Medicaid billing aid referral requirements aid the Federal Food, Drug aid Cosmetic Act It 's the intention of
the parties that this Agreement be administered h accordance with the federal an6kLickback statute (Title 42, United States Code,
Section 1320a-7b(b)). Accordingly, insofar as required by such statute cr by the discount safe harbor regulations at 42 CFR §
1001.952(h), Customer shall fully amd accurately report h applicable cost reports amd provide information upon request b
Medicare, Medicaid amd other federal health care programs m all discounts amd price reductions under this Agreement
10. HPAA COMPLIANCE.
The parties acknowledge that use of the Products amd Equipment by Customer may he subject b the requirements of HIPAA amd the
related privacy amd security regulations, and other current and future Yaws, rules ad regulations regarding collecting, accessing,
using, disclosing, electronically transmitting, securing, aid storing protected health information of patients ('PHn. The parties
acknowledcge that PIA 's not required for QIAGEN's performance of ths Agreement and that QIAGEN is neither a"covered er*'
nor a "business associate" of the Customer. ff h the perforrnance of any services that are related b the provision of Products,
Supplies and Equipment under this Agreement, Customer inadvertently provides access b QIAGEN b PHI, whether of paper, tape,
diskette, CD cr other tangible media, h instruments or computers, electronically displayed, or vernally disclosed, QIAGEN agrees
that It shall not use, disclose, cr reproduce, h any manner, any such R-1 and shall promptly report such disclosure b Customer.
11. CONFIDENTIALITY.
Each party shall use Confidential Information (information of a proprietary cr sensiti�a nature that is not readily available through
sources h the public domain) of the other party only for purposes of this Agreement. Otherwise, except m may be required by law
neither party shall use, publish nor disclose, cr cause anyone else b use, publish cr disclose, any Confidential Information of the
other party. The restrictions on disclosure and use hereunder shall not apply b any information which (a) is cr becomes generally
available b the public, other than m a result of disclosure by the party receiving the information pursuant b this Agreement, (b) was
made available b other third persons om a non-confidential bass by the disclosing party prior to the execution of this Agreement,
(c) becomes available oh a non-confidential basis from a third person, which third person was riot itself under ai obligation b
maintain the confidentiality of such information, or (d) is required by tin, regulations, including securities and other disclosure laq,,
subpoena or court order b be disclosed. The provisions of this paragraph shall sun;ive the expiration or other termination of this
Agreement regardless of the cause of termination.
12. NON-DISCRIMINATION.
Neither Customer nor QIAGEN shall discriminate in the performance of this Agreement because of race, color, sex, sexual
orientation, age, religion, handicap, marital status, or national origin h violation of any applicable federal, state, or local law or
regulation.
13. ENTIRE AGREEMENT.
This Agreement, including any attachments, exhibits or schedules hereto or delver d herewith, represent the entire agreement
between the parties with respect b the subject matter hereof. % amendment or mod'cation of the terms of the Agreement shah be
binding oh either party unless in writing and signed m behalf of each party.
June'Em Supplier Services Agreement Page 23 of30
City o f Fort Worth and Qiagen,L LC- Exhibit A2
14. BINDING EFFECT, ASSIGNMENT.
This Agreement shall be binding upon and inure b the benefit of the parties hereto and their respective successors and permitted
assigns. This Agreement shall not be assignable by Customer without QIAGEN's prior written consent; except that Customer may
assign this Agreement, without the prior consent of QIAGEN, b the successor to all or substantially all of the business of Customer
as long as the successor or surviving entity in such transaction agrees b be bound, in writing, by the terms and provisions of this
Agreement, and written notice of such assignment is provided b QIAGEN prior to consummation of the transaction. This Agreement
shall be assignable by QIAGEN.
15. WAIVER.
The waiver by a party hereto of any breach of or default under any of the provisions of this Agreement shall not be effective unless
in writing and the failure of a party to enforce any of the provisions of this Agreement or to exercise any right there under shall not
be construed as a waiver of such right.
16. SEVERABLI Y.
If any part of this Agreement shall be invalid or unenforceable under applicable law, such part shall be ineffective only to the extent
of such invalidity or unenforceability, without in any way affecting the remaining parts of this Agreement. In addition, the part that is
ineffective shall be reformed in a mutually agreeable manner so as to as most closely approximate, to the extent possible, the intent
of the parties hereto.
17. SURVIVAL.
The provisions of this Agreement that may reasonably be interpreted or construed as surviving the expiration or termination of this
Agreement (including, without limitation, confidentiality and governing law) shall so survive for the period specified, or if no such
period, for the applicable statute of limitations.
18. FORCE MAJEURE.
The timely performance of either party will be excused, except any obligations to pay any amounts then owed b the other party
hereunder, and shall not constitute a breach or grounds for termination or prejudice of any rights hereunder if the delay of the
performance is the result of a force majeure event; provided that such party shall promptly provide written notice of such delay and
the reason therefore to the other party, shall use its reasonable efforts to limit or resolve the cause of the force majeure, and shall
resume performance immediately after the cause of the delay is removed.
19. IN DEPE N D ENTCONTRACTORS.
The parties hereto are independent contractors and nothing in this Agreement will constitute the parties to be partners, nor constitute
one party the agent of the other party, nor constitute the relationship to be a joint venture. Neither party shall have, or shall
represent that it has, the authority or power to act for or to undertake or create any obligation or responsibility, express or implied,
on behalf of, or in the name of the other party.
20. GOVERNING LAW AND ARBITRATION; CLASS ACTION WAIVER.
20.1 Governing Law. This Agreement and any claims, disputes or causes of action relating to or arising out of this Agreement
shall be construed in accordance with and governed by the laws of the State of Maryland without giving effect to the conflict of
laws principles thereof. All claims under this Agreement which cannot be amicably settled shall be submitted to binding arbitration
as set forth below.
rr Li716 Supplier Services Agreement
City of Fort Worth and Qiagen,LLC-Exhibit A2 Page 21 of30
20.1.2 Mandatory Binding Arbitration. Prior to arbitration, the parties shall seek informal resolution of disputes. The process shall
be initiated with written notice of one party to the other, describing the dispute with reasonable particularity. The other party shall
respond within ten (10) calendar days. Each party shall promptly designate an .executive with requisite authority to resolve the
dispute, and the first meeting shall occur within 10 calendar days from the res onse described above. If the dispute is not
resolved within 10 calendar days of the first meeting, either party may proceed to arbitration as set forth below.
20.1.2.1 The parties agree that any claim or dispute between them, and any claim by either of party against any agent, employee,
successor, or assign of the other, related to this Agreement, including any dispute as to the validity or applicability of this
arbitration clause, shall be resolved by binding arbitration administered by the American Arbitration Association under its
Commercial Arbitration Rules, except where those rules are intentionally varied by the parties herein or pursuant to mutual
agreement. The parties expressly agree that the arbitration shall be conducted h Washington, DC, h the English language, and
under Maryland law. The prevailing party shall be entitled to a reimbursement of all of its reasonable attorney fees and arbitration
costs by the other party. The arbitration award shall be final.
20.1.2.2 The parties enter into this arbitration agreement h connection with a transaction involving interstate commerce.
Accordingly, this arbitration agreement, and any proceedings thereunder, shall be governed by the Federal Arbitration Act("FAA')
9 USC 1-16. Any award by the arbitrator may be entered as ajudgment h any court having jurisdiction.
20.1.3 Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ARBITRATION SHALL
PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS OR DISPUTES TO BE
ARBITRATED OR LITIGATED ON A CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS BROUGHT N A
PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS OR ANY GOVERNMENTAL BODY OR THE PUBLIC.
DISPUTES MAY NOT BE JOINED OR CONSOLIDATED UNLESS AGREED TO IN WRITING BY ALL PARTIES.
TO THE EXTENT EITHER PARTY J3 PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR
REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: THE PREVAILING PARTY SHALL NOT
BE ENTITLED TO RECOVER ATTORNEYS' FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR
REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION N THIS AGREEMENT); AND (II) THE PARTY
WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE
PARTICIPATE N ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
20.1.4 Waiver of Rights, Including Trial By Jury. By agreeing to arbitration, the parties understand and agree that they are
waiving their rights to maintain other available resolution processes, such as a court action or administrative proceeding, to settle
their disputes. The rules h arbitration are different. There is no judge or jury, and rEview of an arbitrator's decision is very limited.
EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL INVOLVING ANY CLAIMS OR DISPUTES.
21. TERMINATION FCR DEFAULT.
If either party shall default h a material manner with respect b its performance or obligations or covenants under this Agreement,
(including without limitation, Customer's failure b pay), upon written notice b the defaulting party and without prejudice to any
other rights the non-defaulting party may have, b terminate this Agreement. h the event of Customers default, Customer shall are
Qiagen a fee for any order shortfalls at the time of termination, as set forth h Section 5 above.
22. TERMINATION FOR INSOLVENCY OR BANKRUPTCY.
Either party may, in addition to any other remedies available to it by law or in equity, terminate this Agreement by written notice to
the other party in the event the other party shall become insolvent, make an assignment for the benefit of its creditors, or have any
case or proceeding voluntarily initiated by or commenced against or other action taken by or against it h bankruptcy or seeking
reorganization, liquidation, dissolution of winding-up or any other relief under any bankruptcy, insolvency, reorganization
or other similar act or law of any jurisdiction now or hereafter h effect, and any such event shall have continued for sixty(60)days
undismissed, unbonded and undischarged.
Supplier Services Agreement Page 22 of30
June�G PP
City ofFort Worth and Qiagen,LLC-Exhibit A2
23. REGULATORY.
Customer shall handle and use the results of the products in conformity with (a) good laboratory practice, (b) all applicable laws
and regulations, guidelines and decisions of judicial or regulatory bodies, (c) any patent and other proprietary rights of third parties,
or (d) ifs negotiated status or classification for each product purchased. Except as otherwise agreed in writing by QIAGEN's
authorized representative, the purchase of products only conveys to Customer the non-transferable right for Customer only to use the
quantity of products and components of products purchased in compliance with the applicable intended use statement, limited use
statement or limited label license. Unless otherwise authorized, ro right to resell the products, or any portion of them, is conveyed.
24. Electronic Commerce (If Applicable).
This Agreement will govern Customers purchases from QIAGEN of products made through electronic business to business solutions,
including but not limited to electronic ordering systems (collectively "B2B" or "eProcurement"). The parties will reasonably cooperate
to establish 6213 systems to facilitate direct shopping, sales and payment transactions between the parties.
25. Counterparts and Signatures.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which will
together be deemed to constitute one agreement. The Parties agree that the execution of this Agreement by exchanging pdf
signatures, and/or by industry standard electronic signature software, shall have the same legal force and effect as the exchange of
original signatures. In any proceeding arising under or relating to this Agreement, each Party hereby waives any right to raise any
defense or waiver based upon execution of this Agreement by means of such electronic signatures or maintenance of the executed
agreement electronically.
Supplier Services Agreement Page 23 of30
'' City ofFort Worth and Qiagen,LLC- Exhibit A2
Exhibit A3
General Terms and Conditions for Support Agreements
General Terms and Conditions for Support Agreements
Osseo
t DEFINITIONS QIAGEN
(a) "QIAGEN"means QIAGEN, LLC.
(b) "Equipment' means molecular biology robotic workstations and/or other instnimentation as specifically designated in
attached quotation.
(c) "Service" means activities performed by QIAGEN, or by QIAGEN's authorized representative, including, but not limited
to, removal, maintenance, repair, overhaul, replacement and inspection of Equipment
(d) "Part(s)" means the component good(s) sold or otherwise delivered to Customer by QIAGEN as may be required for the
Service.
(e) "Customer"means any person or entity placing an order with QIAGEN for Equipment, Service or Parts.
(f) "Support Agreement"means the agreement entered into by Customer and QIAGEN for Services and/or Parts.
(g) "Response time"means the time from receipt of Customer's request for support to QIAGEN's dispatch of a replacement or
Part. In the event that QIAGEN determines h its sole discretion that a Service Specialist should be dispatched, QIAGEN will
use commercially reasonable efforts io have the Service Specialist on site within the same period of time.
2 TERMS AND CONDITIONS
(a) The Support Agreement shall be comprised of the attached quotation, if any, and these Terms and Conditions ('Terms'J.
All other terms or conditions of service, purchase, sales or otherwise shall be binding only with the specific written consent of
QIAGEN. Any other terms, conditions or provisions, whether proposed by Customer orally or in writing, shall be of ro effect
and the sale of Part(s) or performance of Service by QIAGEN shall not constitute acceptance of such other terms, conditions
or provisions. These Terms shall override and supersede any previous negotiations, agreement or arrangement between
QIAGEN and Customer h relation m the supply of the Service and/or Part(s).
(b) Unless specifically agreed h writing and signed by the Regional Service Director of QIAGEN, information and advice
given orally or contained in QIAGEN's publicity material, advertisements, catalogues or correspondence between QIAGEN
and Customer outside of any period of Service coverage is given gratuitously and without liability on the part of QIAGEN and
shall not form part of the Support Agreement.
(c) Except as specifically stated in the Support Agreement, or as expressly agreed to in writing and signed by a Regional
Service Director of QIAGEN, QIAGEN makes no warranty or representation (whether express or implied by statute, law,
custom or usage)as io the nature, quality or fitness of Part(s)or as to their conformity with any description or sample.
3 ELIGIBILITY
(a) Equipment s automatically deemed eligible for inclusion under a Support Agreement, provided that it is located in North
America and covered by a valid QIAGEN warranty or pre-existing QIAGEN Support Agreement immediately prior m the
commencement date of the new coverage period.
(b) Equipment not falling within clause 3(a) shall be subject to inspection and possible repair by QIAGEN, before being
deemed eligible for inclusion under a Support Agreement. Customer shall be charqed QIAGEN's standard rates in effect at
that time for all labor, Part(s), and other expenses incurred for this inspection and fir any corrective maintenance required to
restore the Equipment to a state of eligibility for inclusion under a Support Agreement. QIAGEN shall notify Customer of its
approval m proceed with purchase of Support Agreement. The Support Agreement shall be purchased within thirty (30)days
of such approval, and the commencement date of the Support Agreement shall 0o designated at the day following such
approval. K the purchase of the Support Agreement b not accomplished within such thirty (30)days, another inspection and
approval shall be required by QIAGEN and shall be performed at QIAGEN's standard rates.
(c) Unless otherwise specifically agreed in writing by QIAGEN, the Support Agreement will not cover any Equipment: n
which has been misused, or subjected to unusual physical or electrical stress; C)Which is modified by Customer without the
prior consent of QIAGEN; (iii) which has been serviced, or had service attempked, by anyone other than QIAGEN, or
QIAGEN's authorized representative; (iv)which has been relocated without the prior consent of QIAGEN; (v)which resides in
a location where QIAGEN has insufficient resources m provide adequate support c r(vi) which has been used for more than
seven (n years from declaration by QIAGEN as obsolete.
Supplier Services Agreement
City of Fort Worth and Qiagen, L L C- Exhibit A3 Page 24 of30
General Terms and Conditions for Support Agreements
•0000
4. COMMENCEMENT AND TERM QIAGEN
(a) Unless otherwise specified in writing by QIAGEN, any quotation for Service or Support Agreement submitted to Customer
by QIAGEN 's firm for, and will expire, sixty(60)days after the date of its issuance.The Support Agreement will be effective (a
as of the date herein specified or(b) as of the date QIAGEN commences the Service or supplies Part(s), whichever s the
earlier('Start Date'I.
(b) The Support Agreement shall be effective for the period described in the Validity column of the attached quotation, N any,
subject to earlier termination as provided for in clause 16. Otherwise,the Support Agreement shall be effective for the period
of one (1) year from the Start Date subject to earlier termination as provided for in clause 16. The Support Agreement may
be renewed at the same terms upon the mutual written consent of the parties.
& SERVICE
(a) To keep the Equipment in good operating condition, QIAGEN agrees to provide Customer with the Service under the
Support Agreement The Service includes preventive maintenance for the Equipment as described in the Support Agreement.
Unless expressly stipulated in the Support Agreement, Service shall not include corrective maintenance in the event of
interruption in the operation of the Equipment t shall be at QIAGEN's option to utilize new or refurbished Part(s) to
accomplish such maintenance. Any part replaced by QIAGEN during Service shall become the property of QIAGEN and
Customer shall ensure that QIAGEN may take title to such part clear of any interest, claim, lien or encumbrance of any third
party or shall in the alternative indemnify QIAGEN to the value of the replacement cost of such part.
(b) All Service shall be performed during QIAGEN's normal working hours, i.e. 8:00 PM to 5:00 PM in the time zone where
work 's to be performed, Monday to Friday(except for QIAGEN's published or National holidays). unless otherwise expressly
agreed in writing by QIAGEN.
(c) For Services performed or Parts delivered not required by this Support Agreement, QIAGEN's standard rates will apply.
QIAGEN may subcontract its duties hereunder to a third party without the consent of Customer.
Unless expressly stated in the Support Agreement, coverage does not include (i)the supply of consumables and accessories
(including, without limitation, lamps, glass parts, paper, fitters, syringes, peristaltic pump tubings, air filters, diskettes, ink
ribbons, lighting connections, columns, thermostatic plates, detectors, spacers and chemicals); (ii) the recovery of data in the
went of loss or damage to data carriers (including without limitation hard drives) and/or software; (iii) modification to or
relocation of Equipment or (rv) application assistance for protocol/method development or Customer training. Any of the
foregoing if not covered by the Support Agreement can be quoted and performed separately by QIAGEN.
fi CUSTOMER'S RESPONSIBILITIES
(a) Customer shall maintain an Appropriate Environment for the Equipment and shall perform the necessary preventive
maintenance for the Equipment according to the procedures specified by QIAGEN, to prevent Equipment failure, including
without limitation the leakage of lubricating fluids, hydraulic fluids and oils. "Appropriate Environment' means. but b not limited
to, the storage or operation of the Equipment on a level surface, free of impacts and shocks, and in an ambient atmosphere
the temperature, pressure and particle content of which have at all times been within the tolerances of the Equipment as
specified by QIAGEN.
(b) If the Support Agreement includes corrective maintenance or repair, Customer shall promptly notify QIAGEN of
Equipment failure and allow QIAGEN on request full and free access to the Equipment, subject to compliance with the
applicable site policies.
(c) Customer shall provide the consumable supplies which are required for the Service, unless otherwise noted in the
Support Agreement. Upon request by QIAGEN, Customer agrees to provide reasonable facilities, required for the Service,
such as secure storage space, a designated work area with adequate heat and lighting, and a local telephone One.
(d) Customer shall save a backup file of data, including, without limitation, parameter and performance data for the
Equipment before the Service is provided by QIAGEN. In addition Customer shall be responsible for removing ary Protected
Health Information from the instrument prior to service.
Supplier Services Agreement
City of Fort Worth and Qiagen,LLC-Exhibit A3 Page 25 of30
General Terms and Conditions for Support Agreements 1P
•0000
QIAGEN
(e) Customer shall confirm after the Service is provided by QIAGEN that the Equipment's h good operating condition and is
functioning as intended.
(f) Customer shall maintain a safe working environment for QIAGEN's service personnel and provide them with arty
appropriate information for the measures b take in case of an emergency.
(g) Customer shall designate a contact person who is suitably experienced with the Equipment
7. DELIVERY AND PERFORMANCE
(a) Dates and time given for completion of Service or delivery of Part(s) are given as estimates only and shall not constitute
a term or condition of the Support Agreement. Time shall not be of the essenc�. While QIAGEN will use commercially
reasonable efforts to meet any time estimate, it reserves the right to amend any estimate.
(b) QIAGEN will deliver Part(s) in such installments as it considers expedient. Failure by QIAGEN to deliver one or more
installments shall not entitle Customer to claim compensation or b terminate or suspend the Support Agreement or reject
those or subsequent deliveries.
(c) Unless otherwise stipulated n the quotation, delivery of arty Part(s) hereunder shall be made FCA QIAGEN's facility.
(d)Customer shall. until payment n full has been made, keep Part(s) n good merchIntable condition and fully insure them on
QIAGEN's behalf for not less than the price payable b QIAGEN and all the proceeds of such insurance shall be held
automatically in favor of QIAGEN. Customer grants QIAGEN an irrevocable license to enter Customers premises b recover
any Part(s)or other materials which are QIAGEN's property.
a PRICES
Prices for the Support Agreement shall be the lesser of QIAGEN's List Price h effect at the time of the Start Date or the price
listed on the quotation attached hereto. Unless otherwise specified n writing by QIAGEN, the price of the Support Agreement,
Service, or Parts are exclusive of transportation, insurance, license fees, customs duties, or sales, use, excise or other similar
taxes. Customer shall pay all such duties or taxes except for the taxes imposed on QIAGEN's net income.
S PAYMENT
The payment for the Support Agreement shall be made by Customer net (a) in accordance with the payment conditions set
forth m the quotation attached hereto, if any, or, (b) failing any such conditions being specified therein and h the case of
Services or Part(s) being supplied outside the scope of the Support Agreement,thirty(30)days after the invoice date.
10. WARRANTY
(a) QIAGEN warrants that Part(s) shall be free from defects and conform to QIAGEN's specifications, if any, under normal
use and service for a period of three (3) months from the date of receipt by Customer. This warranty shall not cover
consumable goods in normal use or those of limited fife, and QIAGEN only warrants that, at the time of shipment, such goods
meet applicable specifications furnished or approved by QIAGEN.
(b) QIAGEN warrants that any Service or other work performed by it shall be carried out by specially trained and equipped
QIAGEN personnel.
(c) The foregoing warranties are exclusive and n Neu of all other warranties, whether expressed or implied, written or oral,
statutory or otherwise, including, without limitation, any implied warranty of satisfactory quality or fitness for a particular
purpose or merchantability.
Supplier Services Agreement Page 26 of30
City ofFort Worth and Qiagen,LLC-Exhibit A3
General Terms and Conditions for Support Agreements
•• ••
11. HEALTH AND SAFETY QIAGEN
(a) Customer shall ensure that its employees. subcontractors and agents working in the immediate and adjacent areas
where the Equipment "s located are adequately trained n and comply with all relevant and applicable health and safety
regulations. Customer will further ensure that an appropriately trained employee of Customer or third-party authorized by-
Customer remains within visual range of QIAGEN's personnel during the performance of Service on the Equipment.
(b) Without limiting the generality of the foregoing, Customer shall ensure that the Equipment is disinfected and
decontaminated prior to the performance of Service thereon by QIAGEN's personnel.
12 LIMITATION OF LIABILITY
N NO EVENT SHALL QIAGEN BE LIABLE FOR ANY INDIRECT, INCIDENTIAL, SPECIAL OR
CONSEQUNTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROPERTY, LOSS OF PROFITS OR
PRODUCTION DAMAGES RESULTING FROM THE EQUIPMENT OR PARTS, OR CAUSED BY INSTALLATION,
MAINTENANCE OR OTHER PERFORMANCE BY QIAGEN UNDER THESE TERMS AND THE SUPPORT AGREEMENT,
WHETHER A CLAIM FOR SUCH DAMAGES IS BASED UPON WARRANTY, CONTRACT OR TORT. SAVE N RESPECT
OF PERSONAL INJURY OR DEATH CAUSED BY QIAGEN's GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
QIAGEN'S TOTAL LIABILITY FOR LOSS OR DAMAGE ARISING OUT OF OR N RELATION TO THE SUPPORT
AGREEMENT SHALL N NO EVENT EXCEED THE AMOUNT PAID BY CUSTOMER TO QIAGEN WITH REGARD TO THE
SUPPORT AGREEMENT. ANY CLAIM FROM THE CUSTOMER SHALL BE TIME BARRED ONE YEAR AFTER THE
DAMAGE WAS CAUSED.
13. SOFTWARE LICENCE
The Software contained in the Equipment or Part(s) ("Software"), if any, shall be disclosed b Customer in confidence and
shall be licensed b Customer for Customer's internal use only and for the life of the Equipment or Part(s). Customer agrees
that the Software is the intellectual and proprietary property of QIAGEN or its licensor and that the title to, ownership of and
the copyright of the Software shall remain with QIAGEN or its licensor. Customer agrees not to copy, reproduce or modify the
Software and shall not make the Software available to any other parties ty means of sale, lease, rental, license or otherwise,
without the prior written consent of QIAGEN. Customer further agrees not to after or remove any copyright, trade secret,
patent, proprietary and/or other legal notices contained n the Software.
14. CONFIDENTIALITY
Customer agrees to hold in confidence any and all information of a confidential nature regarding QIAGEN's business or affairs
including, without limitation, data provided ty QIAGEN regarding the design, structure, or manufacturing methods of the
Equipment and Part(s) and agrees not b disclose the same to arty person, firm or corporation. The foregoing confidentiality
obligation of Customer shall not be applicable, if Customer can demonstrate that: 0 information s already generally available
to the public; (ii) information hereafter becomes generally available to the public, through no fault of Customer, (ill) information
was already known b Customer prior to the disclosure thereof by QIAGEN; or (iv) information lawfully becomes known b
Customer through a third parry.
15. FORCE MAJEURE
Neither parry hereto shall be liable for default of arty obligation hereunder if such default results from a force majeure everrt,
which includes, without limitation, governmental acts or directives; strikes; ads of God; war, insurrection, riot or civil
commotion; fires, flooding or water damage; explosions, embargoes, delays in delivery, or failure to obtain or withdrawal of
any export or import license, whether of the kind herein enumerated or otherwise, which are not within the reasonable control
of the party affected. Force Majeure does not excuse either Parties' obligation to make payments for Products already
received or Services already rendered.
Supplier Services Agreement
City ofFort Worth and Qiagen,LLO- Exhibit A3 Page 27 of3O
General Terms and Conditions for Support Agreements 00000
•• ••
16. TERMINATION QAG E N
(a) Either party may terminate the Support Agreement: (1) if the other party defaults in its obligation hereunder, provided that
such default is not cured within thirty (30) days upon written notice b the defaulting party, (2) any of the following events
occurs: 0 distress or execution is levied against any of the other's assets and is not paid or discharged within seven days; or
a judgment against the other remains unsatisfied for more than seven (?)days; or a receiver is appointed with respect b any
of the other's assets; (ii) a petition is presented for the winding up of, or for an administration order to be made in relation b
the other, or a resolution is passed for the other's winding up (other than a members'voluntary winding up for the purposes of
a bone fide amalgamation or reconstruction)or(iii)arty event in a foreign jurisdiction analogous to, or comparable with, () and
(ii)above; or(3) in case of the sale or dissolution of the company of the Customer.
(b) Except as permitted by clause 16(a), Customer shall not terminate the Support Agreement without the prior written
consent of QIAGEN. If Customer seeks early termination for any reason other than those permitted by clause 16(a),
Customer shall not be entitled b a refund or credit of any kind.
(c)A termination hereunder shall not affect any rights or obligations of either party which have accrued prior b termination.
(d) Articles 10 through 15 hereof shall survive the termination of the Support Agreement.
17. MISCELLANEOUS
(a) Governing taw. These Terns and the Support Agreement shall be governed by and construed in accordance with the
Lam of Maryland, and all disputes hereunder shall be submitted b the competent courts in Washington DC. Any legal fees
and expenses (including lawyers'fees) in connection with a lawsuit hereunder shal be borne by the party against whom the
court rutes or, b the extent a party is only partially successful, on a pro-rata-basis proportion to the amount awarded by the
court compared b the total amount of the claim.
(b) Assignment: The Support Agreement is not assignable or transferable by either party, n whole or in park except with the
written consent of the other party, except that QIAGEN may assign to an affiliate or successor without prior written consent.
(c) Waiver: The failure of either party to enforce any of the terms or conditions hereof shall not he deemed a waiver of such
party's right to enforce these Terms.
(d) Modification: These Terms shall rat be modified or amended except in a written agreement signed by an authorized
representative of each party.
(e) Severability: The invalidity or unenforceability of any provision of these Terms shall rat affect the validity or enforceability
of any other provision of the Terms,which shall remain in full force and effect.
Supplier Services Agreement Page 28 of30
City ofFort Worth and Qiagen,LLC-Exhibit A3
EXHIBITB
PRICE SCHEDULE
QIAGEN, LLC.
YEAR!
Please note that all QIAGEN instruments come with a 1 year warranty that will cover any repair costs during the first
year. The warranty does not include a yearly PM.
Line Item No.Quantity Catalog# Product Unit Price(USO] Total Price [USO]
1 1 each 9002840 QlAcube Connect 21,370.00 21,370.00
2 2each 9002841 QlAcube Connect Instrument 21,370.00 42,740.00
3 1 each 9243312 Differential Wash Protocol Pack, QlAcube 1,799.00 1,799.00
7 3 each 9245211 QlAcube Connect, Installation 2,082.00 6,246.00
8 3 each 990395 Starter Pack, QlAcube 617.00 1,851.00
9 1 year 9245208 Annual Preventative Maintenance for 3 pieces Included Included
of equipment, YEAR 1
TOTAL $74,006.0
YEAR2
Line Item No.Quantity Catalog#1 Product jUnit Price(USO] Total Price [USO]
9 3 each 9245208 Annual Preventative Maintenance for one year, 3,089.00 9,267.0
YEAR2
TOTAL $9,267.06
YEAR3
Line Item No.Quantity Catalog# Product Unit Price (USO] Total Price [USO]
9 3 each 9245208 Annual Preventative Maintenance for one year, 3,089.00 9,267.0(
YEAR3
TOTAL $9,267.0(
Supplier Services Agreement
City ofFort Worth and Qiagen, LLC- Exhibit B Page 29 of30
EXHIBITC
VERIFICATION OF SIGNATURE AUTHORITY
QIAGEN,LLC
19300 GERMAN ROAD
GERMAN, MD 20874
Supplier hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Supplier and to execute any agreement, amendment or
change order on behalf of Supplier. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Supplier. City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Supplier. Supplier will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed
by Supplier.
1. Name:
Position:
Signature
2 Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President I CEO
Other Title:
Date:
Supplier Services Agreement
City ofFort Worth and Qiagen,LLC- Exhibit C Page 30 of30
OIAGEN,INC.
Joint Action by Unanimous Written
Consent of the Sole Shareholder and
Director without a Meeting September. 5,2013
Pursuant to Section 307(a)(8)(b)and 603(a)of the General Corporation Law of the State of
California,the undersigned,being all of the Directors and the sole shareholder of QlAGEN,Inc,a
California corporation(the"Corporation"),do hereby consent to the following action,which shall
constitute,for all purposes,votes at a joint annual meeting of the Directors and shareholders of the
Corporation.
The adoption of the following resolutions:
RESOLVED:That the size of the Board of Directors of the Corporation be fixed at two;and that Peer M.
Schatz and Douglas Liu be elected as Directors of the Corporation,each to serve as Director,subject to
his earlier removal,resignation or death,for a term expiring at the next annual meeting of stockholders
and until the election and qualification of his successor.
RESOLVED:That the following individuals are hereby elected as officers of the Corporation,each
serving in the capacity set forth opposite his name until his successor is duly elected and quatifted and as
provided in the Corporations By-Laws,as amended from time to time:
Office Name
President and Chief Executive Offtcer.......................................Peer M.Schatz
Treasurer,Vice President
Secretary and Chief Financial Officer..............................Roland Sackers
Vice President,Life Science Sales.............................................Hans Peter Fatscher
Controller,Sales&Marketing..................................................Timothy Grabham
Senior Vice President,Global Operations....................................Douglas Liu
RESOLVED:That the officers of the Corporation be,and each of them hereby is,authorized,empowered
and directed,for and on behalf of and in the name of the Corporation to execute and deliver any and all
such further documents,in form and substance as the officer executing the same deems necessary or
advisable,and to do and perform such further acts and deeds as they or any of them deem necessary or
advisable,to carry into effect the full purpose and intent of the foregoing resolutions,the execution and
delivery of such further documents or the taking of any such actions by such officer or officers to be
conclusive evidence that the same were authorized by these resolutions.
Consent in Lieu of Annual Meeting of
Stockholder and Directors of Qiagen Inc.
This written consent may be executed in any number of counterparts,each of which shall be
deemed an original but all of which together shall constitute one and the same instrument,and shall be
filed with the records ofthe meeting of the Directors and stockholders of the Corporation and shall
constitute,for all purposes,votes at an annual meeting of such Directors and stockholders.
DIRECTORS:
eer M.S hatz
Douglas ru
SOLE SHAREHOLDER:
QIAGEN North American Holdings,Inc.
1
Date: ; 3/15 By: I
Na JFS
Title: `O
Legal Department
Ati>t--
Consent in Lieu of Annual Meeting of
Stockholder and Directors of Qiagen Inc.