HomeMy WebLinkAboutContract 51998 Qq
4 City Secretary Contract No..
FORT W
PROFESSIONAL SERVICES AGREEMENT
(Information Technology)
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by and
between the CITY OF FORT WORTH(the"City"or"Client"),a home-rule municipal corporation situated
in portions of Tarrant,Denton,Johnson and Wise Counties,Texas,acting by and through its duly authorized
Assistant City Manager, and Qiagen, LLC ("Consultant"), a California Limited Liability Company, and
acting by and through Tim Grabham its duly authorized Assistant Secretary.City and Consultant are each
individually referred to herein as a "party" and collectively referred to as the "parties." The tern
"Consultant" shall include the Consultant, its officers, agents, employees, representatives, contractors or
subcontractors.The term"City"shall include its officers,employees,agents,and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This for Professional Services Agreement;
2. Exhibit A—Statement Of Work Plus Any Amendments To The Statement Of Work;
3. Exhibits Al—Sales Terms&Conditions;
4. Exhibit A2—General Terms and Conditions for Support Agreements;
5. Exhibit B—Payment Schedule;
6. Exhibit C—Milestone Acceptance Form;
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes.In
the event of any conflict between the documents, the terms and conditions of this Professional Services
Agreement shall control.To the extent the Exhibits, in any way,requires City to indemnify or hold Con-
sultant 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.
The term"Consultant"or"Contractor"shall include the Consultant or Contractor,and its officers,agents,
employees,representatives,servants,contractors or subcontractors.
The term"City"shall include its officers,employees,agents,and representatives.
1. Scope of Services. Consultant hereby agrees,with good faith and due diligence,to provide
the City with include the specified laboratory consumables as well as maintenance and support of laboratory
equipment. Specifically, Consultant will perform all duties outlined and 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." Consultant shall perform the Services in accordance with standards in the
industry for the same or similar services.In addition,Consultant shall perform the Services in accordance
with all applicable federal,state,and local laws,rules,and regulations.If there is any conflict between this
Agreement and Exhibit A,the terms and conditions of this Agreement shall control.
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2. Term. This Agreement shall commence upon December 1, 2018 ("Effective Date") and
shall expire no later than November 30,2019("Expiration Date"),unless terminated earlier in accordance
with the provisions of this Agreement or otherwise extended by the parties.This Agreement may be renewed
for four(4)one-year renewals upon mutual agreement by the Parties, each a"Renewal Term."The City
shall provide Consultant with written notice of its intent to renew at least thirty(30)days prior to the end
of each tern.
3. Compensation. The City shall pay Consultant an amount not to exceed fifty thousand,five
hundred and forty-two dollars($50,542.00)in accordance with the provisions of this Agreement and Exhibit
"B,"Payment Schedule,which is attached hereto and incorporated herein for all purposes.Consultant shall
not perform any additional services for the City not specified by this Agreement unless the City requests
and approves in writing the additional costs for such services.The City shall not be liable for any additional
expenses of Consultant not specified by this Agreement unless the City first approves such expenses in
writing. City agrees to pay all invoices of Consultant within thirty(30)days from the date of the invoice.
Consultant may charge interest on late payments not to exceed one-halfpercent(1,5%).
4. Termination.
4.1. Breach. If either party commits a material breach of this 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 stated period of time,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.
4.2. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder, the City will notify Consultant 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 the City of any kind whatsoever,except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3. Duties and Oblintions of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,the City shall pay Consultant for services actually rendered
up to the effective date of termination and Consultant shall continue to provide the City with
services requested by the City and in accordance with this Agreement up to the effective date of
termination.Upon termination of this Agreement for any reason,Consultant shall provide the City
with copies of all completed or partially completed documents prepared under this Agreement.In
the event Consultant has received access to City information or data as a requirement to perform
services hereunder,Consultant shall return all City provided data to the City in a machine readable
format or other format deemed acceptable to the City.
5. Disclosure of Conflicts and Confidential Information.
5.1. Disclosure of Conflicts. In the event that any conflicts of interest arise after the
Effective Date of this Agreement,Consultant hereby agrees immediately to make full disclosure to
the City in writing.
5.2. Confidential Information.City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
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Public Information Act.To the extent the Exhibits require that City maintain records in violation of
the Act, City hereby objects 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 Consultant. It will be the responsibility of
Consultant to submit reasons objecting to disclosure.A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction. The City acknowledges that Consultant may use
products,materials,or methodologies proprietary to Consultant.The City agrees that Consultant's
provision of services under this Agreement shall not be grounds for the City to have or obtain any
rights in such proprietary products,materials,or methodologies unless the parties have executed a
separate written agreement with respect thereto. Consultant,for itself and its officers, agents and
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.
5.3. Unauthorized Access. Consultant 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.Consultant shall notify the City immediately if the security or integrity
of any City information has been compromised or is believed to have been compromised,in which
event,Consultant shall,in good faith,use all commercially reasonable efforts to cooperate with the
City in identifying what information has been accessed by unauthorized means and shall fully
cooperate with the City to protect such information from further unauthorized disclosure.
6. Right to Audit.
6.1. Consultant agrees that the City shall, until the expiration of three (3)years after
final payment under this Agreement, have access to and the right to examine at reasonable times
any directly pertinent books, documents, papers and records of the Consultant involving
transactions relating to this Agreement at no additional cost to the City.Consultant agrees that the
City shall have access during normal working hours to all necessary Consultant facilities and shall
be provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. The City shall give Consultant not less than 10 days written notice of
any intended audits.Audit costs and expenses shall be borne by the City.
6.2. Consultant further agrees to include in all its subcontractor agreements hereunder
a provision to the effect that the subcontractor agrees that the City shall, until expiration of three
(3) years after final 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 with the provisions of this paragraph. City
shall give subcontractor not less than 10 days written notice of any intended audits.
7. Independent Contractor. It is expressly understood and agreed that Consultant shall operate
as an independent contractor as to all rights and privileges granted herein,and not as agent,representative
or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Consultant 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, contractors and
subcontractors. Consultant acknowledges that the doctrine of respondent superior shall not apply as
between the City, its officers, agents, servants and employees, and Consultant, its officers, agents,
employees,servants,contractors and subcontractors. Consultant further agrees that nothing herein shall be
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construed as the creation of a partnership or joint enterprise between City and Consultant. It is further
understood that the City shall in no way be considered a Co-employer or a Joint employer of Consultant or
any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any
officers, agents, servants,employees or subcontractors of Consultant shall be entitled to any employment
benefits from the City. Consultant 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.
8. LIABILITY AND INDEMNIFICATION.
8.1. Intentionally deleted.
8.2. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND
ALL THIRD-PARTY CLAIMS OR LAWSUITS DIRECTLY CAUSED BY THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY OR ITS EMPLOYEES OR
AGENTS.IN NO EVENT SHALLEITHER PARTY BE LIABLE TO THE OTHER OR ANY
THIRD PARTY IN CONTRACT, TORT OR OTHERWISE FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY KIND,INCLUDING,WITHOUT LIMITATION,
PUNITIVE OR ECONOMIC DAMAGES OR LOST PROFITS, REGARDLESS OF
WHETHER EITHER PARTY SHALL BE ADVISED,SHALL HAVE OTHER REASON TO
KNOW OR IN FACT SHALL KNOW OF THE POSSIBILITY.
A party seeking indemnification or reimbursement hereunder shall give the other party
prompt written notice of any such claim or law suit(including a copy thereof)served upon it
and shall fully cooperate with the indemnifying party and its legal representatives in the
investigation of any matter the subject of indemnification. The indemnified party shall have
no right to tender an appearance in the proceedings. The indemnifying party shall have full
control over the proceedings, including but not limited to, selection of counsel to tender
appearance for the indemnifying party and for the indemnified party. The indemnified party
shall promptly sign any and all reasonably necessary documents for the selection of counsel,
such as a joint defense agreement,and shall not unreasonably withhold its consent to conflict
waivers. The indemnified party's attorney's fees shall be limited to those necessary for
complying with the indemnifying party's requests for support that necessarily call for the use
of the indemnified party's counsel (e.g., preparing a witness for deposition). The party
seeking indemnification shall not unreasonably withhold its approval of the settlement of any
claim,liability,or action covered by Section 8.2 as applicable,will cooperate with counsel of
the indemnifying or reimbursing party, and reserves the right to engage its own counsel to
assist in the defense at the expense of the indemnifying party.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Consultant 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 8C 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.
8.3.2. Consultant shall be liable and responsible for any and all claims made
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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.
8.3.3. Intentionally deleted.
9. Assignment and Subcontracting.
9.1. Neither Party shall assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of the other Party.If the 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 Consultant referencing this Agreement under which the subcontractor shall agree to be bound
by the duties and obligations of the Consultant under this Agreement as such duties and obligations
may apply. The Consultant shall provide the City with a fully executed copy of any such
subcontract.
9.2. Intentionally deleted.
10. Insurance.
10.1. The Consultant shall carry the following insurance coverage with a company that
is licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than $2,000,000 per
occurrence;$4,000,000 aggregate;or
10.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury.
10.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including hired vehicles,with a combined limit of not less
than$1,000,000 per occurrence.
10.1.3. Professional Liability(Errors&Omissions)in the amount of$1,000,000
per claim and$1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.2. General Insurance Requirements:
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10.2.1. All applicable policies shall name the 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.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of the City of Fort Worth.
10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the 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
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
10.2.4. 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.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Consultant has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
11. Compliance with Laws.Ordinances.Rules and Regulations. Consultant agrees to comply
with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies
Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately
desist from and correct the violation.
12. Non-Discrimination Covenant. Consultant,for itself,its personal representatives,assigns,
subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance
of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment
of any individual or group of individuals on any basis prohibited by law. If any claim arises from an,alleged
violation of this non-discrimination covenant by Consultant, its personal representatives, assigns,
subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and
defend the City and hold the City harmless from such claim.
13. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission,or(3)received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
TO THE CITY: TO CONSULTANT:
City of Fort Worth Qiagen,LLC
Attn:Jesus J.Chapa Attn: Tim Grabham
Assistant City Manager Assistant Secretary
200 Texas Street 19300 Germantown Road
Fort Worth TX 76102 Germantown,MD 20874
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Facsimile:(817)392-4246 Facsimile: (240)686-4834
With Copy to the City Attorney
at same address
14. Solicitation of Employees. Neither the City nor Consultant shall,during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement,without the prior written consent of the person's employer.This provision
shall not apply to an employee who responds to a general solicitation or advertisement of employment by
either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
16. No Waiver. The failure of the City or Consultant 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
the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right
on any future occasion.
17. Governing Law and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action,whether real or asserted,at law or in equity, is brought on the basis of
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 of this Agreement.
18. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign im-
munity. To the extent the Agreement requires City to waive its rights or immunities as a govern-
ment entity; such provisions are hereby deleted and shall have no force or effect.
19. Limitation of Liability and Indemnity. To the extent Exhibits A 1 and A2, in any
way, limits the liability of Seller or requires City to indemnify or hold Seller or any third party
harmless from damages of any kind or character, City objects to these terms and any such terms
are hereby deleted and shall have no force or effect.
20. Severability. If any provision of this Agreement is 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.
21. Force Majeure. The City and Consultant 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 (force
majeure), 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.
22. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
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23. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
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 of this Agreement or exhibits hereto.
24. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
25. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference,contains the entire understanding and agreement between the
City and Consultant,their assigns and successors in interest,as to the matters contained herein.Any prior
or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
26. 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.An executed Agreement,modification,amendment,or separate signature page
shall constitute a duplicate if it is transmitted through electronic means,such as fax or e-mail,and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
27. Warranty of Services. Consultant warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty(30)days from the date that the services are completed. In such event,at Consultant's
option, Consultant shall either (a) use commercially reasonable efforts to re-perform the services in a
manner that conforms with the warranty, or (b) refund the fees paid by the City to Consultant for the
nonconforming services.
28. Milestone Acceptance. Consultant shall verify the quality of each deliverable before
submitting it to the City for review and approval.The City will review all deliverables to determine their
acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached
hereto as Exhibit"C."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 Consultant
within the period specified. If the City rejects the submission, it will notify the Consultant in writing as
soon as the determination is made listing the specific reasons for rejection.The Consultant shall have ten
(10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant
shall not be authorized unless the City accepts the deliverable in writing in the form attached.The City's
acceptance will not be unreasonably withheld.
29. Network Access.
29.1. Intentionally deleted.
29.2. Federal Law Enforcement Database Access. If Consultant, or any Consultant
Personnel,requires access to any federal law enforcement database or any federal criminal history
record information system,including but not limited to Fingerprint Identification Records System
("FIRS"),Interstate Identification Index System("III System"),National Crime Information Center
("NCIC")eF National Fingerprint File("NFF"), or Texas Law Enforcement Telecommunications
Systems("TLETS"),that is governed by and/or defined in Title 28, Code of Federal Regulations
Part 20("CFR Part 20"),for the purpose of providing services for the administration of criminal
justice as defined therein on behalf of the City or the Fort Worth Police Department,under this
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Agreement, Consultant shall comply with the Criminal Justice Information Services Security
Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of
Investigation Criminal Justice Information Services Security Addendum. No changes,
modifications,alterations,or amendments shall be made to the Security Addendum.The document
must be executed as is,and as approved by the Texas Department of Public Safety and the United
States Attorney General.
30. Immigration Nationality Act. The City of Fort Worth actively supports the Immigration&
Nationality Act (INA) which includes provisions addressing employment eligibility, employment
verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all
employees who perform work under this Agreement.Consultant shall complete the Employment Eligibility
Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity
documentation for all employees,and upon request,provide City with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Consultant shall
establish appropriate procedures and controls so that no services will be performed by any employee who
is not legally eligible to perform such services.Consultant shall provide City with a certification letter that
it has complied with the verification requirements required by this Agreement.Consultant shall indemnify
City from any penalties or liabilities due to violations of this provision. City shall have the right to
immediately terminate this Agreement for violations of this provision by Consultant.
31. Informal Dispute Resolution. Except in the event of termination pursuant to Section 42,if
either City or Consultant has a claim,dispute,or other matter in question for breach of duty,obligations,services
rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim,dispute,or breach. The notice shall state the nature of the dispute and
list the party's specific reasons for such dispute. Within ten(10)business days of receipt of the notice,both
parties shall commence the resolution process and make a good faith effort,either through email,mail,phone
conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter
in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter
to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party
shall be liable for its own expenses, including attorney's fees; however,the parties shall share equally in
the costs of the mediation.If the parties cannot resolve the dispute through mediation,then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process,the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
32. No Boycott of Israel. Consultant acknowledges that in accordance with Chapter 2270 of
the Texas Government Code,the City is prohibited from entering into a contract with a company for goods
or services unless the contract contains a written verification from the company that it:(1)does not boycott
Israel; and (2) will not boycott Israel during the term of 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 contract, Consultant certifts that Consultant's signature provides written
ver cation to the City that Consultant. (1)does not boycott Israel,and(2) will not boycott Israel during
the term of the contract.
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33. Reporting Requirements.
33.1. For purposes of this section,the words below shall have the following meaning:
33.1.1. Child shall mean a person under the age of 18 years of age.
33.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
33.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output,processing,storage,or communication facilities that are connected or related to the
device.
33.1.4. Computer technician means an individual who,in the course and scope of
employment or business,installs,repairs,or otherwise services a computer for a fee.This
shall include installation of software,hardware,and maintenance services.
33.2. Reporting Requirement. If Consultant meets the definition of Computer
Technician as defined herein, and while providing services pursuant to this Agreement, views an
image on a computer that is or appears to be child pornography,Consultant shall immediately report
the discovery of the image to the City and to a local or state law enforcement agency or the Cyber
Tip Line at the National Center for Missing and Exploited Children.The report must include the
name and address of the owner or person claiming a right to possession of the computer,if known,
and as permitted by law. Failure by Consultant to make the report required herein may result in
criminal and/or civil penalties.
34. Signature Authority. The person signing this agreement hereby warrants that he/she has
the legal authority to execute this agreement on behalf of the respective party, and that such binding
authority has been granted by proper order,resolution,ordinance or other authorization of the entity.Each
party is fully entitled to rely on thesewarranties and representations in entering into this Agreement or any
amendment hereto.
35. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4(Duties
and Obligations),5(Disclosure of Conflicts and Confidential Information),Section 6(Right to Audit),and
Section 8(Liability and Indemnification)shall survive termination of this Agreement.
36. Consultants' standard terms and conditions. This Agreement shall be performed in
accordance with Consultant's Standard Sales Terms and Conditions,incorporated herein as Exhibit Al and
Consultant's General Terms 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 the Agreement shall control.
(signature page follows)
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Executed in multiples this the day of M arc ,20_ft.
ACCEPTED AND AGREED:
CITY
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER--
By
ANAGER:By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract,including ensuring all performance and
By:
reporting requirements.
Name: Jesus J.a Chaps � I`�
Title: Assistant City ,Mttanagery r'��
Date: �'��G"�/ BY.
Name: Michael Ward
APPROVAL COMMENDED: Title: Forensic Science Division Manager
APPROVED AS TO FORM AND LEGALITY:
Name: Joel fftitzgerald By:
Title: Chief of Police Name: J n B.Sir g '
Title: Assistant City Attorn
ATTEST:
CONTRACT AUTHORIZATION:
B Z
roved:
Y:
Name: ary J.Kayse ) $295 Certification No.:
Title: City Secretary
CONSULTANT.
Qiagen�LLC
By:
Name: Tim Grabham
Title: Assistant z S(e)cretary
Date: �5 1) o,13
ProfessionalservicasAgreemcnt—Technology ®FFICI%L RECOR �
CITY SECRETARY
City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
The scope of services shall include the specified laboratory consumables as well as maintenance and support
of the following laboratory equipment,see and complete Exhibit B,Price Schedule
Consumables
•Buffer G2,lysis buffer for use with Genomic-Tip and EZ1 genomic DNA procedures,for Blood and Cell
Culture DNA testing,Qiagen Catalog#1014636 or equal.Estimated annual quantity is 10 each.
•Buffer MTL,enables lysis of a variety of sample types and is used together with the EZ 1 DNA Investigator
Kit for automated purification of DNA from forensic and biosecurity samples, for disintegration of a cell
by rupture of the cell wall or membrane for protein purification, Qiagen Catalog # 19112, or equal.
Estimated annual quantity is 10 each.
•Buffer ATL,Qiagen Catalog#19076,or equal.Estimated annual quantity is 10 each.
• Buffer ATL,Qiagen Catalog#939011,or equal.Estimated annual quantity is 10 each.
• Qiagen Proteinase K, offers broad substrate specificity with high activity for a wide range of reaction
conditions.The protease offers high activity in buffers commonly used in most DNA and RNA isolation
procedures,quality-guaranteed by provider,for removal of contaminating proteins,Qiagen Catalog#19134,
or equal.Estimated annual quantity is 10 each.
• EZ1 DNA Investigator Kit, reproducibly automates purification of genomic DNA from reference and
casework samples in human
identity testing. The kit shall be used with the EZ1 Advanced XL (1-14 samples per run) instrument.
Purification shall be fast and efficient,and purified DNA performs well in downstream analyses, such as
quantitative PCR and STR analysis, with high signal-to-noise ratios. For 48 preps, including: Reagent
Cartridge (DNA Investigator), Disposable Filter-Tips, Disposable Tip-Holders, Sample Tubes (2 ml),
Elution Tubes (1.5 ml), Buffer G2, Proteinase K, Carrier RNA, Qiagen Catalog #952034, or equal.
Estimated annual quantity is 10 each.
• Sample Tubes RB, 1000 safe-lock microcentrifuge tubes (2 ml) for use with the EZ1 Advanced XL,
Qiagen Catalog#990381,or equal.Estimated annual quantity is 10 each.
Laboratory Equipment Maintenance Agreements
•Full Maintenance Agreements for Qiagen EZ1 BioRobots,Serial Numbers LI39A1107 and L167A1815
•Effective December 1,2018 through November 30,2019.Propose costs for the first year and four optional
years'agreements individually,see and complete Exhibit B,Price Schedule
•Repair Service-Delivery on site
•Response Time:48 hours/2 business days
•Agreement-Periodic inspection/maintenance(lyr)
•Delivery—Inspection/maintenance,on site
•Repair parts-Full coverage
•Labor—Full coverage
•Travel—Full coverage
•Replacement system—Loaner
•Transportation cost—not applicable
Qiagen,LLC.
Professional Services Agreement—Technology—Exhibit A Statement of Work
Rev.92017 Page 12of27
City Secretary Contract No.
Exhibits Al
Sales Terms&Conditions
Sample to Insight
1. THE CONTRACT.
These terms and conditions(also referred to as this"Agreement")apply to all sales of proclugg In4 services by QIAGEN to its
customers(each,a"Customer"),unless QIAGEN and Customer have agreed to 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 any conflicts between
these terms and those in the Contract,then the Contract shall control.Any provisions printed or otherwise contained in any purchase
order,acknowledgement,acceptance or other document from Customer purporting to govern the purchase of products or services from
QIAGEN which are inconsistent with or in addition to these terms and conditions shall have no force or effect and shall not constitute
any part of the Agreement between the parties, unless in 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.In 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 writings 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 to
QIAGEN prior to shipment of products or performance of services by QIAGEN.
3. PRICING AND ACCEPTANCE.
3.1 All prices are subject to change without prior notice.Pricing provided in 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,sale 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 bIAGEN's invoice to 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 to the
appropriate governmental authority or,if QIAGEN is required to pay or has paid such amounts,shall pay such amounts to QIAGEN in
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
an order acknowledgement or confirmation,or by delivering the resulting products or services to Customer.
Qiagen,LLC.
Professional Services Agreement—Technology—Exhibit Al Sales Terms and Conditions
Rev.92017 Page 13 of 27
City Secretary Contract No.
4. TITLE;RISK OF 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 loss 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 with 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 an expressly binding commitment. P rtia
delivery or performance of products and services under this Agreement shall be permitted unless Customer has expressly stated in
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 any delay in performance or nonperformance as the result of war fiire,flood,accidents,acts of
God,terrorism,embargoes,acts of third parties,acts of governmental authority or any agency or commission thereof,breakdown of
equipment,shortages of material,labor or power,labor strikes,work stoppage or labor unrest,or any other cause beyond QIAGEN's
reasonable control.If any 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 its 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 and terminate. QIAGEN shall have no obligation
to buy in the open market any article to be used in QIAGEN's manufacture or processing when the supplier thereof has defaulted in
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 in full when due at the contract prices regardless of controversies relating to other delivered or non-delivered products or
1grvices.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,in which case Customer shall
be responsible for any expense or loss sustained by QIAGEN in connection with this Agreement.
5. PAYMENT TERMS.
5.1 The full amount of each invoice for products and services hereunder shall be paid net 30 days(terms contingent 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 by 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 lower,the maximum
amount permitted by applicable law, on 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.
Qiagen,LLC
Professional Services Agreement—Technology—Exhibit Al Sales Terms and Conditions
Rev.9/2017 Page 14 of 27
City Secretary Contract No.
5.4 At anytime,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 payment,suspend any credit previously extended to
Customer,require partial or full payment in advance and delay shipment until such terms are met,and pursue any other remedies
available at law.In such event,if Customer refuses to accept such changes, n ut in 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 jo 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 CtIAGEN
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 claim in contract,negligence or strict liability, shall be, at QIAGEN's option, (a)
replacement of any non-conforming products or r e f2P f„grmance 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. j9M_e products may not
be eligible for return due to regulatory or storage requirements.
(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 stocked items.If Customer is asked by QIAGEN to return the
nonconforming product,QIAGEN%vill pay for the return shipping charges as 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&LEtater 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.
Qiagen,LLC
Professional Services Agreement—Technology—Exhibit Al Sales Terms and Conditions
Rev.92017 Page 15 of 27
City Secretary Contract No.
6.4 THE LIMITED WARRANTY IN SECTION 6.1 ABOVE IS EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES AND
QIAGEN HEREBY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND,EXPRESS OR IMPLIED,INCLUDING WITHOUTLIMITATION
(A)ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,OR(B)ANY IMPLIED WARRANTY
THATANY USE OF THE GOODS OR SERVICES WILL NOT VIOLATE OR INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTS
OF THIRD PARTIES,WITH RESPECT TO THE GOODS OR SERVICES, OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 6.1
ABOVE.
7. LIMITATION OF LIABILITY ANDREMEDY.1
7.1 CUSTOMER ACKNOWLEDGES AND AGREES THATTHE 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 IN CONNECTION WITH USE OF THE GOODS OR SERVICES BY CUSTOMER. ACCORDINGLY. CUSTOMER
AGREES THAT QIAGEN SHALL NOT IN 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 IN 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 IN 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 re erg forming 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
any jurisdiction 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.
Qiagen,LLC
Professional Services Agreement—Technology—Exhibit Al Sales Terms and Conditions
Rev.9/2017 Page 16 of 27
City Secretary Contract No.
9. GENERAL COMPLIANCE.
Each of the parties represents and warrants to the other party that it will comply with all applicable laws,rules or regulations
("Applicable Laws"),including,but not limited to,applicable federal,state and local laws,rules,regulations and guidelines relating to
the manufacturing,quality contro(,packaging,labeling,handling,shipping,importation,exportation and storage of Products,HIPAA,
Medicare and Medicaid billing and referral requirements and the Federal Food,Drug and Cosmetic Act.It is the intention of the
parties that this Agreement be administered in accordance with the federal antikickback statute(Title 42,United States Code,Section
1320a-7b(,b)).Accordingly,insofar as required by such statute or by the discount safe harbor regulations at 42 CFR§1001.952(h),
Customer shall fully and accurately report in applicable cost reports and provide information upon request to Medicare,Medicaid and
other federal health care programs on all discounts and price reductions under this Agreement.
10. HIPAA COMPLIANCE.
The parties acknowledge that use of the Products and Equipment by Customer may be subject to the requirements of HIPAA and the
related privacy and security regulations,and other current and future laws,rules and regulations regarding collecting,accessing,using,
disclosing,electronically transmitting,securing,and storing protected health Information of patients("PHI").The parties acknowledge
that PHI is not required for QIAGEN's performance of this Agreement and that QIAGEN is neither a"covered entity"nor a"business
associate"of the Customer.If in the performance of any services that are related to the provision of Products,Supplies and Equipment
under this Agreement,Customer inadvertently provides access to QIAGEN to PHI,whether on paper, tape, diskette, CD or other
tangible media,in instruments or computers,electronically displayed,or verbally disclosed,QIAGEN agrees that it shall not use,
disclose,or reproduce,in any manner,any such PHI and shall promptly report such disclosure to Customer.
11. CONFIDENTIALITY.
Each parry shall use Confidential Information(information of a proprietary or sensitive nature that is not readily available through
sources in the public domain)of the other parry only for purposes of this Agreement. Otherwise, except as may be required by law
neither parry shall use, publish nor disclose, or cause anyone else to use, publish or disclose, any Confidential Information of the
other party.The restrictions on disclosure and use hereunder shall not apply to any information which (a) is or becomes generally
available to the public,other than as a result of disclosure by the party receiving the information pursuant to this Agreement,(b)was
made available to other third persons on a non-confidential basis by the disclosing parry prior to the execution of this Agreement,(c)
becomes available on a non-confidential basis from a third person,which third person was not itself under an obligation to maintain
the confidentiality of such information, or (d) is required by law, regulations, including securities and other disclosure law, subpoena
or court order to be disclosed.The provisions of this paragraph shall survive 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 in violation of any applicable federal,state, or local law or regulation.
13. ENTIRE AGREEMENT.
This Agreement, including any attachments, exhibits or schedules hereto or delivered herewith, represent the entire agreement between
the parties with respect to the subject matter hereof. No amendment or modification of the terms of this Agreement shall be binding on
either party unless in writing and signed on behalf of each party.
Qiagen,LLC
Professional Services Agreement—Technology—Exhibit Al Sales Terms and Conditions
Rev.912017 Page 17 of 27
City Secretary Contract No.
14. BINDING EFFECT;ASSIGNMENT.
This Agreement shall be binding upon and inure to 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,to the successor to all or substantially all of the business of Customer as long as
the successor or surviving entity in such transaction agrees to be bound,in writing,by the terms and provisions of this Agreement,and
written notice of such assignment is provided to 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. SEVERABILITY.
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 ortermination 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 to 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. INDEPENDENT CONTRACTORS.
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.
20.1 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.
Qiagen,LLC
Professional Services Agreement—Technology—Exhib it A 1 Sales Terms and Conditions
Rev.9/2017 Page 18 of 27
City Secretary Contract No.
20.1.2 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 response 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.
20.1.3 The parties agree that any claim or dispute between them,and any claim by either of parry 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 in Washington,DC,in 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.
20.1.4 The parties enter into this arbitration agreement in connection with a transaction involving interstate commerce.Accordingly,
this arbitration agreement,and any proceedings thereunder,shall be governed by the Federal Arbitration Act("FAA"j 9 USC 1-16.
Any award by the arbitrator may be entered as a judgment in any court having jurisdiction.
21. TERMINATION FOR DEFAULT.
If either party shall default in a material manner with respect to Its performance or obligations or covenants under this Agreement,
(including without limitation,Customer's failure to pay),upon written notice to the defaulting party and without prejudice to any other
rights the non-defaulting party may have,to terminate this Agreement.In the event of Customer's default,Customer shall owe Qiagen a
fee for any order shortfalls at the time of termination,as set forth in 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 In 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 in effect,and any such event shall have continued for sixty(60)days
undismissed unbondgd and undischarged.
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)its 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,no right to resell the products,or any portion of them,is conveyed.
24. Electronic Commerce(If Applicable).
This Agreement will govern Customer's purchases from QIAGEN of products made through electronic business to business solutions,
including but not limited to electronic ordering systems(collectively"8213"or"eProcurement").The parties will reasonably cooperate to
establish B2B 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.
Qiagen,LLC
Professional Services Agreement—Technology—Exhibit Al Sales Terms and Conditions
Rev.9/2017 Page 19 of 27
City Secretary Contract No.
Exhibits A2
General Terms and Conditions for Support Agreements
1. DEFINITIONS
(a) 'QIAGEN"means QIAGEN,LLC.
(b) 'Equipment"means molecular biology robotic workstations and/or other instrumentation 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 maybe 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 in its sole discretion that a Service Specialist should be dispatched,QIAGEN will
use commercially reasonable efforts to 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').
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 no 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 in relation to the supply of the Service and/or Part(s).
(b) Unless specifically agreed in 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 to the nature,quality or fitness of Part(s)or as to their conformity with any description or sample.
3. ELIGIBILITY
(a) Equipment is 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 to the
&gWmQncaa)el1t 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 charged QIAGEN's standard rates in effect AL
tt13t time for all labor, Part(s),and other expenses incurred for this inspection and for 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 to 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 be designated at the day following :such
approval.If the purchase of the Support Agreement is 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 0)
which has been misused,or subjected to unusual physical or electrical stress;(ii)which is modified by Customer without the
prior consent of QIAGEN; (iii) which has been serviced, or had service attempted, 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 to provide adequate support;or(vi)which has been used for more than
seven(7)years from declaration by QIAGEN as obsolete.
Qigm,LLC
Professional Services Agreement—Technology—Exhibit A2 General Terms 2nd ronditinm for Snnnnrt Aareementc
Rev.92017 Page 20 of 27
City Secretary Contract No.
4. COMMENCEMENT AND TERM
(a) Unless otherwise specified in writing by QIAGEN,any quotation for Service or Support Agreement submitted to Customer
by QIAGEN is 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 is the
earlier('Start Date7.
(b) The Support Agreement shall be effective for the period described in the Validity column of the attached quotation,if any,
subject to earlier termination as provided for in clause 16.Otherwise,the Support Agreement shall be effective for the period
Qj 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.
6. 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. It shall be at QIAGEN's option to utilize new or refurbished Part(sl 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 dear 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 AM to 5:00 PM in the time zone where
work is 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 U the supply of consumables and accessories
(including, without limitation, lamps, glass parts, paper, filters, syringes, peristaltic pump (ypinosair fitters, diskettes, ink
ribbons,lighting connections,columns,thermostatic plates,detectors,spacers and chemicals);(it)the recovery of data in the
event of loss or damage to data carriers (including without limitation hard drives) and/or software; (iii) modification to or
relocation of Equipment; or (iv) 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.
6. 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 is 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 prompty 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 line.
(d) Customer shall save a backup file of data,including,without limitation,parameter and performance date for the
Equipment before the Service is provided by QIAGEN.In addition Customer shall be responsible for removing any Protected
Health Information from the instrument prior to service.
Qiagen,LLC
Professional Services Agreement—Technology—Exhibit A2 General Terms and Conditions for Support Agreements
Rev.9/2017 Page 21 of 27
City Secretary Contract No.
(e) Customer shall confirm after the Service is provided by QIAGEN that the Equipment Is In goad operating condition and is
functioning as intended.
(f) Customer shall maintain a safe working environment for QIAGEN's service personnel and provide them with any
appropriate information for the measures to 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 essence. 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 to terminate or suspend the Support Agreement or reject
those or subsequent deliveries.
(c) Unless otherwise stipulated in the quotation,delivery of any Part(s) hereunder shall be made FCA QIAGEN's facility.
(d)Customer shall,until payment in full has been made,keep Part(s)in good merchantable condition and fully insure them on
QIAGEN'a behalf for not less than the price payable to QIAGEN and all the proceeds of such insurance shall be held
automatically in favor of QIAGEN.Customer grants QIAGEN an irrevocable license to enter Customer's premises to recover
any Part(s)or other materials which are QIAGEN's property.
8. PRICES
Prices for the Support Agreement shall be the lesser of QIAGEN's List Price in effect at the time of the Start Date or the price
listed on the quotation attached hereto.Unless otherwise specified in 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 knposed on QIAGEN's net income.
9. PAYMENT
The payment for the Support Agreement shall be inade by Customer net(a)in accordance with the payment conditions set
forth on the quotation attached hereto,if any, or, (b)failing any such conditions being specified therein and in 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 life,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 specialty trained and equipped
QIAGEN personnel.
(c) The foregoing warranties are exclusive and in lieu of all other warranties,whether expressed cr implied,written or oral,
statutory or otherwise, including, without limitation, any implied warranty of satisfactory quality or fitness for a particular
purpose or merchantability.
Qiagen,LLC
Professional Services Agreement—Technology—Exhibit A2 General Terms and Conditions for Support Agreements
Rev.9/2017 Page 22 of 27
City Secretary Contract No.
11. HEALTH AND SAFETY
(a) Customer shall ensure that its employees, subcontractors and agents working in the immediate and adjacent areas
where the Equipment Is located are adequately trained in 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 OIAGEN'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
IN 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 IN 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 IN RELATION TO THE SUPPORT
AGREEMENT SHALL IN 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 to Customer in confidence and
shall be licensed to 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 by means of sale,lease,rental,license or otherwise,
without the prior written consent of OIAGEN. Customer further agrees not to alter or remove any copyright, !rade secret,
patent,proprietary and/or other legal notices contained in the Software.
14. CONFIDENTIALITY
Customer agrees to hold in confidence any and all information of a confidential nature regarding OIAGEN's business or affairs
including, without limitation, data provided by QIAGEN regarding the design, structure, or manufacturing methods of the
Equipment and Parts)and agrees not to disclose the same to any person,firm or corporation.The foregoing confidentiality
obligation of Customer shall not be applicable,if Customer can demonstrate that,(i)information is already generally available
to the public;(i)information hereafter becomes generally available to the public,through no fault of Customer,(ii)information
was already known to Customer prior to the disclosure thereof by QIAGEN; or(iv) information lawfully becomes known to
Customer through a third party.
15. FORCE MAJEURE
Neither party hereto shall be liable for default of any obligation hereunder if such default results from a force maieure event.
which includes, without limitation, governmental acts or directives; strikes; acts 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.
Qiagen,LLC
Professional Services Agreement—Technology—Exhibit A2 General Terms and Conditions for Support Agreements
Rev.92017 Page 23 of 27
City Secretary Contract No. _
16. TERMINATION
(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 to the defaulting party; (2) any of the following events
occurs:()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(7)days;or a receiver Is appointed with respect to any
of the other's assets;(it)a petition is presented for the winding up of,or for an administration order to be made in relation to
the other;or a resolution is passed for the other's winding tip(other than a members'voluntary winding up for the purposes of
a bone fide amalgamation or reconstruction)or(iii)any event In a foreign jurisdiction analogous to,or ccrnparable with,(i)and
(hi)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 to 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 to termination.
(d) Articles 10 through 15 hereof shall survive the termination of the Support Agreement.
17. MISCELLANEOUS
(a) Governing Law:These Terms and the Support Agreement shall be governed by and construed in accordance with the
laws of Maryland,and all disputes hereunder shall be submitted to the competent courts In Washington DC.Any legal fees
and expenses(including lawyers'fees)in connection with a lawsuit hereunder shall be bome by the party against whom the
court rules or,to the extent a party is only partially successful,on a pro-rata-basis in proportion to the amount awarded by the
court compared to the total amount of the claire.
(b) Assignment The Support Agreement Is not assignable or transferable by either party,in whole or in part,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 terns or conditions hereof shall not be deemed a waiver of such
party's right to enforce these Terms.
(d) Modification: These Terms shall not 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 not affect the validity or enforceability
of any other provision of the Terms,which shall remain in full force and effect.
Qiagen,LLC
Professional Services Agreement—Technology—Exhibit A2 General Tema and Conditions for Support Agreements
Rev.92017 Page 24 of 27
City Secretary Contract No.
EXHIBIT B
PAYMENT SCHEDULE
Item Class-Item Description Quantity Unit Unit Price Total
1 Buffer G2(260/250)KG,Qiagen Cat#1014636 or 10.00 EA $80.60 $806.00
equal
State Product and Catalog Number Offered:
2 Buffer MTL(54ml),Qiagen Catalog#19112,or equal 10.00 EA $38.10 $381.00
State Product and Catalog Number Offered:
3 Qiagen Proteinase K(10 ml),Catalog#19133,or 10.00 EA $326.00 $3,260.00
equal
State Product and Catalog Number Offered:
4 Qiagen Proteinase K,Catalog#19134,or equal 10.00 EA $63.40 $634.00
State Product and Catalog Number Offered:
5 EZ1 DNA Investigator kit(48),Qiagen Catalog 10.00 EA $495.00 $4,950.00
#952034,or equal
State Product and Catalog Number Offered:
6 Sample Tubes RB(2ml),Qiagen Catalog#990381,or 10.00 EA $113.00 $1,130.00
equal
State Product and Catalog Number Offered:
7 Buffer ATL,Qiagen Catalog#19076,or equal 10.00 EA $97.10 $971.00
State Product and Catalog Number Offered:
8 Buffer ATL,Qiagen Catalog#939011,or equal 10.00 EA $110.00 $1,100.00
9 EZ1 Full Service Agreement,S/N:L139A1107,Valid 1.00 EA $3,731.00 $3,731.00
6/9/18 to 6/8/19,Cat#9237721,or equal
State Product and Catalog Number Offered:
10 OPTIONAL.EZ1 Full Service Agreement,S/N: 1.00 EA $3,731.00 $3,731.00
L139A1107,Valid 6/9/19 to 6/8/20,Cat#9237721,or
equal
State Product and Catalog Number Offered:
11 OPTIONAL:EZ1 Full Service Agreement,S/N: 1.00 EA $3,731.00 $3,731.00
L139A1107,Valid 6/9/20 to 6/8/21,Cat#9237721,or
equal
State Product and Catalog Number Offered:
12 OPTIONAL:E71 Full Service Agreement,S/N: 1.00 EA $3,731.00 $3,731.00
L139A1107,Valid 6/921 to 6/8/22,Cat#9237721,or
equal
Qisgen,LLC
Professional Services Agrmmnent—Technology--Exhibit B Payment Schedule
Rev.9/2017 Page 25 of 27
City Secretary Contract No.
State Product and Catalog Number Offered:
13 OPTIONAL:EZ1 Full Service Agreement,S/N: 1.00 EA $3,731.00 $3,731.00
L139A1107,Valid 6/9/22 to 6/8/23,Cat#9237721,or
equal
State Product and Catalog Number Offered:
14 EZ1 Full Service Agreement,S/N:L167A1815,Valid 1.00 EA $3,731.00 $3,731.00
6/8/18 to 6/9/19,Cat#9237721,or equal
State Product and Catalog Number Offered:
15 OPTIONAL:EZ1 Full Service Agreement,S/N: 1.00 EA $3,731.00 $3,731.00
L167A1815,Valid 6/8/19 to 6/9/20,Cat#9237721,or
equal
State Product and Catalog Number Offered:
16 OPTIONAL:EZ1 Full Service Agreement,S/N: 1.00 EA $3,731.00 $3,731.00
L167A1815,Valid 6/8/20 to 6/9/21,Cat#9237721,or
equal
State Product and Catalog Number Offered:
18 OPTIONAL:EZ1 Full Service Agreement,S/N: 1.00 EA $3,731.00 $3,731.00
L167A1815,Valid 6/8/21 to 6/9/22,Cat#9237721,or
equal
State Product and Catalog Number Offered:
19 OPTIONAL:EZ1 Full Service Agreement,S/N: 1.00 EA $3,731.00 $3,731.00
L167A1815,Valid 6/8/22 to 6/9/23,Cat#9237721,or
equal
State Product and Catalog Number Offered:
Subtotal: $50,542.00
Tax: $0.00
Freight: $0.00
Discount: $0.00
TOTAL: $50,542.00
Qiagen,LLC
Professional Services Agreement—Technology—Exhibit B Payment Schedule
Rev.9/2017 Page 26 of 27
City Secretary Contract No.
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone I Deliverable Ref.#:
Milestone/Deliverable Name:
Unit Testing Completion Date:
Milestone/Deliverable Target Completion Date:
Milestone/Deliverable Actual Completion Date:
Approval Date:
Comments(if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name: Printed Name:
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
QWM LI.0
Professional Services Agreement—Technology—Fshihie C
Rev.9R017 Page 27 of 27