HomeMy WebLinkAboutContract 53043 CSC No.53043
RECEIVED
NOV 112019 2019
Clrr oF FORTWORTHO�oRT wcRTl�
CITY SECRETARY `-�.� ■•..
VENDOR SERVICES AGREEMENT
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation and QIAGEN,
LLC("Vendor'j, a California Limited Liability Company,each individually referred to as a"party"and
collectively referred to as the"parties."
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit Al—Sales Terms&Conditions;
4. Exhibit A2—General Terms and Conditions for Support Agreements;
5. Exhibit B—Price Schedule;and
Exhibits A, Al, A2 and B, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,
Al, A2 and B and the terms and conditions set.forth in the body of this Agreement, the terms and
conditions of this Agreement shall control.
1. Scope of Services.Vendor agrees to supply City with comprehensive validation services
and performance checks for QlAcubes. Exhibit"A,"-Scope of Services more specifically describes the
services to be provided hereunder.
2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below
("Effective Date")and shall expire on September 30, 2020("Expiration Date"),unless terminated earlier
in accordance with this Agreement ("Initial Term"). This Agreement may be renewed for two (2)
consecutive one-year terms upon mutual written agreement of the Parties.
3. Compensation. City shall pay Vendor in accordance with the fee schedule of Vendor
personnel who perform services under this Agreement in accordance with the provisions of this Agreement
and Exhibit `B,"—Price Schedule. Total payment made under this Agreement by City shall be in an
amount up to Fifty-Five Thousand Dollars ($55,000.00) per year. Vendor shall not 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 Vendor not specified by this Agreement unless City first approves such expenses in
writing. City agrees to pay all invoices of Vendor within thirty(30)days from the date of the invoice.
Vendor Services Agreement
City of Fort Worth and Qiagen- Page 1 of 29
CITY SECRETARY
FT. WORTH,TX
4. Termination.
4.1. If either Party commits a material breach of ttiis Agreement, the non-breaching
Party must give written notice to the breaching Party that descri the breach in reasonable detail.
The breaching Party must cure the breach within 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 Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 90 days'written notice of termination.
4.3 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 Vendor
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.
4.4 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,City shall pay Vendor for services actually rendered up to
the effective date of termination and Vendor 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 reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under this Agreement.In the event Vendor
has received access to City Information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has
made full disclosure in writing of any existing or potential confilcts of interest related to Vendor's
services under this Agreement. In the event that any conflicts of interest arise after the Effective
Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to City in
writing.
5.2 Confidential Information.Vendor,for itself and i .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 w:ty
the prior written approval of
City.
5.3 Riblic Information Act. City is a government under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller.It will be the responsibility of Seller 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.
Vendor Services Agreement
City of Fort Worth and Qiagen- Page 2 of 29
5.3 Unauthorized Access.Vendor 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. Vendor 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,
Vendor 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.
6. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years after
final payment under this contract, or the final conclusion of any audit commenced during the said three
years,have access to and the right to examine at reasonable times any directly pertinent books,documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during
normal working hours to all necessary Vendor 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
Vendor reasonable advance notice of intended audits.Audit costs and expenses shall be borne by the City.
7. Independent Contractor. It is expressly understood and agreed that Vendor 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,Vendor 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,Vendors and subVendors.Vendor acknowledges that the doctrine of respondeat superior shall
not apply as between City,its officers,agents, servants and employees, and Vendor, its officers, agents,
employees, servants, Vendors and subVendors. Vendor further agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants,employees or subVendor of Vendor. Neither Vendor,nor any officers,agents,
servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City.
Vendor 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 subVendor.
8. Liability and Indemnification.
8.1 GENERAL INDEMNIFICATION-VENDOR HEREBYCOVENANTSANDAGREES
TO 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 THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF VENDOR OR ITS EMPLOYEES OR AGENTS.INNO EVENT
SHALL EITHER PARTY BE LL9BLE 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.
8.2 A PARTY SEEKING INDEMNIFICATION OR REIMBURSEMENT HEREUNDER
SHALL GIVE THE OTHER PARTY PROMPT WRITTEN NOTICE OF ANY SUCH CLAIM
Vendor Services Agreement
City of Fort Worth and Qiagen- Page 3 of 29
OR LAWSUIT(INCLUDINGA COPY THEREOF)SERVED UPONITAND 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 ITSAPPROVAL OF THE SETTLEMENT OFANY 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—The Vendor 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 8.3 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 propertiy rights or other third party
proprietary rights,in the performance of services under this.Agreement.
Vendor 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 an Deliverable(s)in the course of
performance or completion of,or in any way connected wl providing the services,or the
City's continued use of the Deliverable(s)hereunder.
9. Assignment and Subcontracting.
9.1 Assignment. 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 Vendor referencing this
Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the
Vendor under this Agreement as such duties and obligations may apply.The Vendor shall provide the City
with a fully executed copy of any such subcontract.
Vendor Services Agreement
City of Fort Worth and Qiagen- Page 4 of 29
10. Insurance. Vendor 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:
10.1 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 Vendor, 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
(d) Professional Liability(Errors&Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(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.
Vendor Services Agreement
City of Fort Worth and Qiagen- Page 5 of 29
(b) The workers' compensation policy sMI 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 of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at 1I same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas.All insurers mus have a minimum rating of A-VII
in the current A.M.Best Key Rating Guide,or hve reasonably equivalent financial
strength and solvency to the satisfaction of Disk 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 of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws,Ordinances,Rules and Regulations. Vendor 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
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor,for itself, its personal representatives,assigns,
subVendors and successors in interest,as part of the consideration herein,agrees that in the performance
of Vendor'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 VENDOR,ITS
PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORSS OR SUCCESSORS IN
INTEREST,VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
Vendor Services Agreement
City of Fort Worth and Qiagen- Page 6 of 29
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 CITY: To VENDOR:
City of Fort Worth QIAGEN,LLC.
Attn:Assistant City Manager for IT Tim Grabham,Assistant Secretary
200 Texas Street 19300 Germantown Road
Fort Worth,TX 76102-6314 Germantown,MD 20874
Facsimile:(817)392-8654 800-426-8157
With copy to Fort Worth City Attorney's Office at
same address
14. Solicitation of Employees. Neither City nor Vendor 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.
Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor 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
Vendor's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law/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 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 of this Agreement.
18. 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.
19. Force Maieure. City and Vendor 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
Vendor Services Agreement
City of Fort Worth and Qiagen- Page 7 of 29
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.
20. Headings not Controlling. Headings and titles used i►i this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the
scope of any provision of this Agreement.
21. 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 of this
Agreement or Exhibits A,Al,A2 and B.
22. Amendments/Modifications/Extensions. No amendment,modification,or extension
of this 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.
23. Entirety of Agreement. This Agreement, including)exhibits A, Al,A2 and B,contains
the entire understanding and agreement between City and Vendor,theit 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.
24. 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.
25. Warranty of Services. Vendor warrants that its services will be of a high 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 Vendor's
option,Vendor 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 City - Vendor for the nonconforming
services.
26. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form(I-9). Upon request by City,Vendor shall lirovide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor 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 Vendor employee who is not legally eligible to
perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this
Agreement for violations of this provision by Vendor.
Vendor Services Agreement
City of Fort Worth and Qiagen- Page 8 of 29
27. 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 these warranties and representations in entering into this Agreement or any
amendment hereto.
28. Change in Company Name or Ownership. Vendor shall notify City's Purchasing
Manager, in writing, of a company name, ownership,or address change for the purpose of maintaining
updated City records.The president of Vendor 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.
29. No Boycott of Israel. If Vendor has fewer than 10 employees or this 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,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,Vendor certifies that Vendor's signature provides written
verification to the City that Vendor:(1)does not boycott Israel;and(2)will not boycott Israel during
the term of the contract.
31. Vendor's Standard Terms and Conditions. This Agreement shall be performed in
accordance with Vendor's Standard Sales Terms and Conditions, incorporated herein as Exhibit Al and
Vendor's General Terms and Conditions for Support Agreements,incorporated herein as Exhibit A2.In the
event of any conflict between the provisions set forth in this Agreement and those contained in Exhibit A 1
or Exhibit A2,the provisions set forth in this Agreement shall control.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples.
(Signature page follows)
Vendor Services Agreement
City of Fort Worth and Qiagen- Page 9 of 29
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
151 ,14k/ responsible for the monitoring and administration of
By: Jesus J.Chapa(Nov 5,2019) this contract,including ensuring all performance and
Name: Jesus J.Chapa reporting requirements.
Title: Assistant City Manager
Date: L6LIM 47 �G IffoefO� RdIV&d
By: C—ie Johnson fur Michael Ward(Nov 5,2019r
Name: Michael Ward
APPROVAL RECOMMENDED: Title: Forensic Director
APPROVED AS TO FORM AND LEGALITY:
By: -'win Kraus(Nov 5,201p'
Name: Edwin Kraus Maf-f Murry
Title: Chief of Police By: Matt M ur ray(N ov 5,2019)
Name: Matthew A.Murray
ATTEST: Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
B U o� �,�C: Not Applicable
y, Mary J. ayser(Nov 11, 19)
Name: Mary J.Kaysig
Title: City Secret
VENDOR: A
QIAGEN, 7
ATTEST:
By: By:
NaiTOPTim Grabham, Name:
Title: Assistant Secretary Title:
Date: 401311 2 o
Vendor Services Agreement
City of Fort Worth and Qiagen- Page 10 of 29
i
EXHIBIT A
SCOPE OF SERVICES
Exhibit A
Specifications for QiaCube Connect Validation Services
The QiaCube Connect Validation Services shall be for validation of 1 QiaCube Connect instrument to
include an automated differential wash for sexual assault samples. Based on the validation study design,
the Vendor will also complete a performance check of two additional QiaCube Connect instruments.
Key features of the required Validation include the following:
1. All samples processed on the QiaCube(including the resulting epithelial and sperm fractions)will
undergo downstream purification on the EZ1, followed by quantitation, dilution, STR
amplification,and capillary electrophoreses on the Applied Biosystems 3500 Genetic Analyzer.
2. Samples with female/male ratios of approximately 15-20:1 will require amplification with the
Yfiler amplification kit.
3. All data must be analyzed by the Vendor using Gene Mapper ID-X v 1.4 or 1.6 software.
4. Work must be complete no later than 12-15-19
5. Work cannot be sub-contracted unless approved by the FWPD Biology Unit Technical Leader.
6. Validation lab work will be performed in the FWPD Crime Laboratory.
7. The Vendor will provide draft standard operating procedures for validated processes.
8. The Vendor will provide at least 1 day of lecture/hands-on training for approximately 6 individuals
at the FWPD Crime Lab upon completion of the validation.
9. The Vendor is to provide all samples required for the validation except those designated as"case-
type samples"which will be provided by the FWPD Crime Lab.
10. The Vendor will ensure compliance with current FBI Quality Assurance Standards.
11. The validation study will consist of a minimum of 96 samples(corresponding to a minimum of 192
epithelial/sperm fraction profiles). The Vendor will propose a validation plan which must be agreed
upon by the Biology Unit Technical Leader before initiating any work.
12. At minimum,the validation plan will include:
a. Known samples
b. Case-type samples
c. Sensitivity study
d. Precision/accuracy study
i. Repeatability study
ii. Reproducibility study
e. Contamination assessment study
f. Mixture study
g. Concordance study
h. NIST
13. The validation plan will include preparing microscope slides for the presence of sperm cells on
approximately 10 samples selected by the Crime Lab. The slides will be read by Crime Lab
personnel and the results will provided to the Vendor for inclusion in the validation write-up.
14. The Vendor will provide comprehensive validation studies in well-organized binders and in an
electronic format. Validation studies will include all analyzed data, electropherograms,
worksheets,experimental design,data tables/charts,and summaries. A summary write-up for each
study,as well as a comprehensive summary,must also be provided.
15. The Vendor will additionally provide all raw data files in electronic form to the FWPD Crime Lab.
Vendor Services Agreement—Exhibit A Page I I of 29
16. Pricing information provide must include all costs for the professional services. Consumables for
quantitation,dilution,amplification,and capillary electrophoresis will be provided by the FWPD
Crime Lab.
17. The Vendor must be available for telephonic consultation in thb event any questions arise as part
of a laboratory audit in which the validation studies are memori lized.
18. Data provided by the Crime Lab must be considered confide.Zal. The electropherograms/DNA
profiles cannot be retained by the Vendor or used for other purposes unless authorized by the FWPD
Crime Lab.
Specifications for`Stop at Quant'Validation
The Crime Lab requires validation services to determine the following:
1. A`stop at quantification'threshold for samples that will likely no(or an insufficient)STR
DNA profile.
2. A`stop at quantification'threshold for samples that will likely no(or an insufficient) Y-
STR DNA profile.
The Crime Lab anticipates that these thresholds may be determined based on laboratory generated data,
such as the 2017 internal validation of Quantifiler Trio,samples from the QiaCube validation(described
above),supplemental sensitivity studies performed by the Crime Lab(if deemed necessary),and casework
samples with Quantifiler Trio and STR and/or Y-STR data. A minimum of approximately 250 low-
quantity samples amplified with GlobalFiler and approximately 250 low-quantity samples amplified with
YFiler must be examined to establish a 'stop at quant' threshold. The Crime Lab will compile data on
samples with'undetermined' quantitation values and provide the information to the Vendor for inclusion
in the validation summary. The Crime Lab will provide quantitation data and the resulting
electropherograms or raw data files to the Vendor for further analysis.
Additional Specifications of the'Stop at Quant' Validation include the following:
1. Work cannot be sub-contracted unless approved by the FWPD Iology Unit Supervisor.
2. The Vendor will ensure compliance with current FBI Quality A surance Standards.
3. The Vendor will propose a validation plan which must be agreed upon by the Biology Unit
Technical Leader before initiating any work.
4. The Vendor will provide comprehensive validation studies in well-organized binders and in an
electronic format. Validation studies will include all analyzed data, electropherograms,
worksheets,experimental design,data tables/charts,and summaries. A summary write-up for each
study,as well as a comprehensive summary,must also be provi#d.
5. The Vendor will additionally provide all data files, charts, etc. in electronic form to the FWPD
Crime Lab.
6. The Vendor must be available for telephonic consultation in the event any questions arise as part
of a laboratory audit in which the validation studies are memorialized.
7. Data provided by the Crime Lab must be considered confidential. The electropherograms/DNA
profiles cannot be retained by the Vendor or used for other purposes unless authorized by the FWPD
Crime Lab.
Vendor Services Agreement
City of Fort Worth and Qiagen—Exhibit A Page 12 of 29
EXHIBIT Al
SALES TERMS&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 try OIAGEN to its
customers(each a 'Customer"). unless CIAGEN and Customer have agreed to a separate vaitten contract signed b/authorized
representatives of both parties(a "Contrail) To the extent die parfies 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 purchoso of products or
services from CIAGEN which are inconsistent%nth or in addition to these terms and conditions shall have no force or effect and
shall not constitute any part of the Agreement beMren the parties,unless in writing and signed by an authored representatrve of
CIAGEN.
2, ORDERS
Customer shall Place orders for QIAGEN products using purchase orders consistent with these terms and conditions.All orders shall
include the mimmum following information shipping and billing address, catalog number, product description, size, quantity, and
purchase order number In die 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 v✓rdings delivered by CIAGEN to Customer shall
be deemed accepted by Customer together%vith any terms and conditions set forth thereon unless Customer gives written notice to
OIAGEN prior to shipment of products or performance of services by QIAGEN.
3, PRICING AND ACCEPTANCE
3 1 All prices are subject to change vnthout prior notice Pricing provided in a vartten quotation signed by an authorized QIAGEN
representative shall be valid during the period specified on the quotation,however,this price may be adjusted i)y QIAGEN due to
market conditions,increases in the rate o`adlalion,or increased production and distribution costs
3 2 The prices stated herein do not include any sales,use or excise lanes,customs duties,imposts or other assessments of any kind,
value-added or similar tares,which may arise from the manufacture,processing,sale or shipment of file products of services,aril ,
Customer shall be solely responsible for any and all such taxes,duties or other assessments If O'AGEN has the legal obligation to
collect any such taxes.duties or other assessments.the appropriate amount shall Ix added to CIAGEN's invoice to Customer and
paid by Customer.11,for whatever reason,CIAGEN 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 CIAGEN is required to pay or has paid such amounts, shall pay such
amounts to CIAGEN in accordance with Section a below
3.3 All orders from Customer are binding upon Customer and may be accepted by CIAGEN, at CIAGEN's option, either by
sending an order acknowledgement or confirmation,or by delivering the resulting products or services to Customer
Sample to Insight 40
Vendor Services Agreement
City of Fort Worth and Qiagen—Exhibt Al Page 13 of 29
4 TITLE;RISK OF LOSS;SHIPPING.
4.1 All products are shipped FCA QIAGEN's facility,with shipping and handling lees prepaid and added to die invoice amount.
Title to and risk of loss of products shall pass to Customer at die place and time QIAGEN delivers such products to the shipper.
QIAGEN may change freight carriers without notice It 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.Partial
delivery or performance of products and services under this Agreement shall be permitted unless Customer has expressly stated ui
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 Gable for any delay in performance or nonperformance as the result of war,fire,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 die 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 120) 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 shag 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 tags 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 services.If Customer fads to acceptor 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 v ithout 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(ip 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 QIAGEM 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 en die 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 lovw_r,the maximum
amount permitted by applicable law,on all amounts not paid when due,calculated on a daily basis beginning oath the 1st day
following the invoice due date.Any check or remittance received from or for die account of Customer may be accepted and
applied by QIAGEN against any indebtedness owing by Customer,wthout prejudice to,or the discharge at,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.
Vendor Services Agreement
City of Fort Worth and Qiagen—Exhibit A 1 Page 14 of 29
5.4 At any time,when in QIAGEN's opinion the financial condition of Customer so warrants,or if Customer fails to make pa,yrnenl
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,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 Customerf 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
11))Equipment Nbrranty. QIAGEN warrants that all new instrumentation manufactured by QIAGEN will correspond to Die product
specifications and be free fron defects in workmanship and materials for a period of twelve(121 months from the original date of
shipment Repair or replacement of defective pans will be provided to the purchaser during this time period provided the QIAGEN
instrumenlatien is operated under conditions of normal and proper use,but in the event damage is caused by the Customer.11 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 manifeslHl under normal and proper use.
6 2 Customer agrees that QIAGEN's sole liability,and Customers 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 OIAGEN's option,(a)
replacement of any not-conforrming products or reperformance of any non-conforming services or 11))a refund of the price allocable
to the non-conforming products or services.
6 3 Returns.
Customer must obtain authonzation for all returns of products from a QIAGEN Customer Relations or Technical Seruces
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 requirements
fa)Returns due to Nonconforming product If Customer chooses to return nonconforming(i.e.,does not conform to Speoficebons)
products under the product Warranty,QIAGEN will assess the product to verify the nonconformance. If the product is found to be
non-conforming, CIAGEN shall send a replacement within 48 hours for all stocked items. If Customer is asked by QIAGEN to
return the nonconforming product,QIAGEN will pay for the return shipping ctharges as well.
(b)Returns due to Customer Ordering Error Products ordered in error arc 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 530.00 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.
Vendor Services Agreement
City of Fort Worth and Qiagen—Exhibit A t Page 15 of 29
6.4 THE LINI1TED 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 WITHOUT
LIMITATION(A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,OR (B) ANY
IMPLIED WARRANTY THAT MY 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 AND REMEDY.
7.1 CUSTOMER ACKNOWLEDGES AND AGREES THAT THE AMOUNTS WHICH QIAGEN IS CHARGING HEREUNDER DO NOT
INCLUDE A14Y C014SIDERATION FOR QIAGEN'S ASSUMPTION OF THE RISK OF CONSEQUENTIAL OR INCIDENTAL DAMAGES
WHICH MAY ARISE IN CONNECTIO14 WITH USE OF THE GOODS OR SERVICES BY CUSTOMER.ACCORDINGLY,CUSTOMER
AGREES THAT OIAGEN SHALL NOT IN ANY EVENT BE LIABLE FOR ANY INDIRECT,SPECIAL,INCIDENTAL OR CONSEQUENTIAL
DAMAGES,INCLUDIIG WITHOUT LIMITATION PERSONAL INJURY,PROPERTY DAMAGE,LOST PROFITS OR OTHER ECO140MIC
LOSS, ARISING IN CONNECTION WITH CUSTOMER'S USE OF OR INABILITY TO USE THE GOODS OR SERVICES THIS
LIIv1ITATION 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 viatranty 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(it)the
cost of replacing the products or reperforming the services.In no event(including unenforceabilrty 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 pad 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,Here 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 Vim limitation of damages and remedies shall
constRutethe exclusive remedies and treasure of
damages available to Customer and all other remedies and measures of damages vMich might otherwise be available under the
lawof any duasdietron are hereby waived by Customer
7.3 Without limitation to the generalrty of the foregoing limitation,QIAGEN shall not be habha 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 I"Liability")arising out of the use of
Products purdesed 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,cr.otherwise.
Vendor Services Agreement
City of Fort Worth and Qiagen—Exhibit Al Page 16 of 29
9 GENERAL COP:IPLIANCE.
Each of the parties represents and warrants to the other party (hat 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 control, packaging, labeling, handling, shipping, importation, exportation and storage of Products,
HIPAA,Medicare and Medicaid hitting 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-71)(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, searing, and storing protected health information of patients ("PHI'). The parties
acknowledge that PHI is not required for OIAGEN'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,CO or other langiblt media.in instruments or computers, electronically displayed, or verbally disclosed. OIAGEN 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 party shall use Confidential Information(information of a proprietary or sensitive nature that is not readily available through
sources in the public doma,nl of the other parry only for purposes of this Agreement Otherwise.except as may be required by law
neither party 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 party prior to the execution of this Agreement,
(c)becomes available on a non-confidential bass from a third person, which third person vras not itself under an obligation to
maintain the confidentiality of such information; or fdl 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 lennination of this
Agreement regardless of the cause of termination,
12 NON-DISCRIMINATION.
Neither Customer nor QIAGEN shall discriminate in the performance of this Agreement bemuse of race, color, sex, sexual
orientation,age. religion,handicap, manta(status,or national origin in violation of any applicable federal. state,or local faw or
regulation.
13, ENTIRE AGREEMENT.
This Agreement, including any attachments, exnnbils 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 terns of this Agreement shall be
binding on either party unless in writing and signed on behalf of each party.
Vendor Services Agreement
City of Fort Worth and Qiagen—Exhibit Al Page 17 of 29
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 OIAGEN's prior written consent;except that Customer may
assign this Agreement,without the prior consent of OIAGEN,to the successor to all or substantially al of the business of Customer
as loop as the successor or surviving entity in such transaction agrees to be bound,in wriling,by the terms and provisions of this
Agreement,and wdtlen notice of such assignment is provided to OIAGEN prior to consurnmat orb of the transaction.This Agreement
shall be assignable by OIAGEN.
15.WAIVER.
The waiver by a party hereto of any breach d or default under arty of the provisions of Iris shall not be effective unless
in writing and the failure of a party to enforce any of the provisions of this Agreement or to shy right there under shag not
be construed as a waiver of such right.
1e. SEVERABILITY.
If any part of this Agreement shag be invalid or unenforceable under applicable law,such pnr shall be infective only to the extent
of such invalidity or unertorceabllty,Without in any way affecting the rernaihing parts of this/greement.In addition,the part that is
ineffective shall be reformed In a mutually agreeable manner so as to as rnbst closely approxif rk'te,to the extent passible,the invent
of the parties hereto.
17 SURVIVAL.
The provisions of Uhis Agreement that may reasonably be interpreted or construed as surviving the expiration or termination of this
Agreement(Including,without lirtdation,confidentiality and governing lav4 shag so survive gor the period specified,or if no such
period,fir the applicable statute of imitations.
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 shag 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 maieure event provided that such party shall promptly provide written notice of such delay and
the reason therefore to the other party,shag use is reasonable efforts to hmt or resolve Iva cause of the force malaure,and shall
resume performance immediately after the cause of Vie delay is removed.
I V. I NDEPE NOE NT CON T RACT DRS.
The parties hereto are independent contractors and nothing in Ihis Agreement will constitute the parties to he partneM nor constitute
one patty the agent of the other party, nor constitute the relationship to be a joint venture. Neither party shall have, or shag
represent that it has,the authority or paver to act for or to undertake or create any obigaf on 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,dispules or causes of action reWl�toor arsing out of this Agreement
shall be construed n accordance vhtlh and governed by the laws of the State of Marylanudut giving effect to the conflict OF
taws principles thereof.Ag claims under this Agreement which cannot be amicably settled e submitted to binding arbhration
as set forth below.
tune:'DIG
Vendor Services Agreement
City of Fort Worth and Qiagen—Exhibit Al Page 18 of 29
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 response described above II 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 irdentionalfy 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.
20.1.2.2 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(FAN)
g USC 1-16. Any award by the arbitrator may be entered as a judgment in any court having jurisdiction.
20.1.3 Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ARBITRATION SHALL
PROCEED SOLELY ON AN 114DIMDUAL 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 IN 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 IS 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 IN THIS AGREEMENT);AND(II)THE PARTY
WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE
PARTICIPATE IN 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 in arbitration are different There is no judge or jury,and review of an arbitrator's decision is very I1Hted
EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL INVOLVING ANY CLAIMS OR DISPUTES.
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 payl, upon written notice to the defaulting party and without prejudice to any
other rights the non-defaulting parry may have,to terminate this Agreement.In the event of Customers default,Customer shall owe
Oiagen 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 m equity,tennoale this Agreement by written notice to
the other party in the event the other party shall became 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 lawof any jurisdiction now or hereafter in effect,and any such event shall have continued for sixty(60)days
undismisced,unbonded and undischarged
Vendor Services Agreement
City of Fort Worth and Qiagen—Exhibit A 1 Page 19 of 29
23. REGULATORY.
Customer shall handle and use the results of the products in conformity with(a)good laboratory practice, (b)al applicable laws
and regulations,guidelines and deasions of judicial or regulatory bodes,(a)any patent and ether proprietary rights of third parties,
or(d)its negotiated status or classiliation for each product purchased. Except as otherwise agreed in writlng by OIAGEN'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 licanse.Urdess otherwise authorized,no right to resell the products,or any portion of them,is conveyed.
24. Electronic Commerce(11 Appkcable).
This Agresmenl will govern Cuslomer's purchases from OIAGEN of products made through electronic business to business solufons.
Including but not Wniled to electronic ordering systems(cdlechvely"B28"or'eProaaernent"1,The parkas will reasonably cooperate
to establish B28 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 Parkes agree that the execution of hs 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
onginal signatures. In any proceeding arising under or retailing 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.
Vendor Services Agreement
City of Fort Worth and Qiagen—Exhibit A 1 Page 20 of 29
EXHIBIT A2
GENERAL TERMS AND CONDITIONS FOR SUPPORT AGREEMENTS
General Terms and Conditions for Support Agreements
1. DEFINITIONS QIAGEN
(a) 'QIAGEN'means QIAGEN,LLC.
(b) "Equipment"means molecular biology robotic workstations ardor other instrumentation as spodkolly designated In
attached qudalkon.
(c) Service"means adkvllles performed by QIAGEN,or by OIAGENs authorized representative.Inrd xft but not ltnned
to,removal,maintenance,repair,overhoul,replacement and kapecHon of Equipment.
(d) 'Perils)"means the componed good(s)sold or otherwise delWmd to Cusbmer by QIAGEN as maybe required for the
SeMn.
(a) 'Customer means any person are"placing an order with QIAGEN for Equipment,Service or Parts.
m 'Support Agreement"means the agreement ordered Into by Customer and OIAGEN for Services and/or Parts.
(g) 'Response time"means the time from receipt of Customer's request for support to OIAGEN's dispatch of a replacement o
Past, in the event that QIAGEN determines In its sale dhcrelion that a Service Specialist should be Aspdched.QIAGEN will
use commercially reasonable efforts to have the Service Spedelsl on site within the some period oftene.
2. TERMS AND CONDITIONS
(a) The Support Agreemerd shall be comprised of the attached quotation,If any,and these Terns and Condgbns
At other terns or condtlons of service.purchase,sales or otherwise shaft be bWdng only with the specific written eonsad of
QIAGEN.Any other terns,conditions or provisions,whether proposed by Customer orally or In writing,slot be of no effect
and the sale of Port(s)or performance of Service by OIAGEN shall not constitute acceptance of such other terms,conditions
or piovislons.These Terms shag override and supersede any previous negotiations,agreement or arrangement between
QIAGEN and Customer In rotation to the supply ofthe Service and/or Part($).
(b) Unless speciflcally agreed In writing and signed by the Regional Service Director of OIAGEN.Information and advice
given orally or contained in QIAGEN's publicity material,advertizemods,catalogues or correspondence between QIAGEN
and Customer outside of any period of Service coverage Is given grddlously and without itabOy on the pad or QIAGEN and
shall not form part ofthe Support Agreement.
(c) Except ms specHlaily staked In the Supporl Agreomad,or as axpressly agreed io In writing and signed by n Reglonet
Service Director of QIAGEN,QIAGEN makes no warranty or representation(wtrethor express or Implied by:salute,law,
custom or usage)as to the nature,quality or tgnass of Part(s)or as to their conformity Win any descrtpli n 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 pmeidsling QIAGEN Support Agreement Immediately prior to the
commencement dale ofthe 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 shill be charged CIAGENs standard rates In effect at
that time for all labor Part(s),and other expenses Incurred for lids Inspection and rr any corrective meiderrmce required to
restore the Equipment to a stale or e1191blilty for Inclusion under a Support Agreement.QIAGEN atoll notiy Customer of Is
approval to proceed Win purchase of Support Agreement. The Support Agreement shall be purchosed within thirty(30)days
of such approval,and the commencement date of the Support Agresmed shag be designated as the dry following such
cpproval.If the purchase or the Support Agreement Is not accomplished within such thirty(30)days,another inspection and
approval shall be required by QIAGEN and shag be performed at QIAGEN's standard rates.
(c) Unless otherwse specifically agreed In writing by QIAGEN,the Support Agreement will not cover any Equipment:m
which has been misused,or subj"ed to unusual physical or electrical stress;#I)which Is modified by Customer without the
prior consent of QIAGEN;(tiff which has been sorviced,or had service attempted, by anyone other than QIAGER or
QIAGEN's authorized representative;(M which has been relocated without the prior consort of QIAGEN;(v)which resides In
a location where QIAGEN has Insuflldent resources to provide adequate support;or(vi)which has been used for mare than
seven(7)years from declaration by QIAGEN as obsolete.
QLAGEN I.I.C. Pegs 1 015
Vendor Services Agreement
City of Fort Worth and Qiagen—Exhibit A2 Page 21 of 29
General Terms and Conditions for Support Agreements
4. COMMENCEMENT AND TERM QIAGEN
(a) Unless ollnerMss specified in writing by QIAGEN,any quotation for Service or Support Agreemont submlfeci to Customer
by QIAGEN Is&m for,and will expire,sixty(60)days alter the date of is Issuance.The Support Agreement will be effective(a
as of the dale hereln specified or(b)as of the dale CIAGEN commences the Service or supplies Pest(s).Whichever is the
varier(Start Data).
(b) The Support Agreement shall be effective for the period described In the Validly column of the attached quotation,If any,
subject to earlier termination as provided for In clause 16. Othendse,the Support Agreement shag be effeelve.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 ofthe parties.
5. 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 Agreemont.
Unless expressly stipulated in the Support Agteamera.Service:het not include cierectIve malmanahce In the event of
Interruption In the opardlon or the Equipment.Ili shag be al QIAGEN's option to utlAze new or refurbished Pat(s) to
accomplish such malMsnance.Any part replaced by QIAGEN during Service shag become the property of QIAGEN and
Customer shall ensure that QIAGEN may take ilia to such pert clear of any Interest,claim,len or encumbrance of wry Wrd
party or shall In the allemal"Indemnify QIAGEN to the value of the replacement cost of such part.
(b) All Service shall be performed durtng QIAGEN's normal working hours.I.e.8:00 AM to 5:00 PM In the time zone where
wok is to be performed,Monday to Friday(*=apt for QIAGEJ's published or National holidays),unless otherwise s*ressiy
agreed In waiting by QIAGEN.
(c) For Services performed or Paris delivered not required by this Support Agreement.GIAGENs standard rates MINI apply.
QIAGEN may subcontract Its duties hereunder to a third party without the consent or Customer.
Unless expressly stated In the Support Agreement,coverage does not Include Q)the supply of consusnabies and accessories
Qnckucing,Without limitation,lamps,glass parts,paper,Iglsts,syrtnges,peristaltic pump tubnngs,eI glare,dskel ss.Ink
ribbons,lighting connections.columns,thermostatic plates,detectors,spacers and chemicals):Qq the recovery or data in the
evert of loss or damage to data carriers Qndu ding wghou l limitation had drives)and/or software;Q1)modtticalon to or
ralocatlon of Equipment;or(Iv)application assistance for protocoVmethod development or Customer training.Any of the
foregoing If not coved by the Support Agreement can be quoted and pa to.. separatsiy by QIAGEN.
S. CUSTOMER'S RESPONSIBILITIES
(a) Customer shag matrtaln an Appropriate E nviromhant for the Equipment and shall perform the necessary preventive
maintenance for it*Equipment,according to the procedures specified by QIAGEN,to prevent Equipment failure,Including
without Ilmlalbn the leakage or lubricating fluids.hydraulic flulds and oils."Appropriats Environmerd'means,but is not limited
to,the storage or operation of the Equlpmerd on a level surface.Me of Impacts and shocks,and In an ambient atmosphere
the temperature,pressure and particle content of which have al all times been wlhtn the tolerances of the Equipment as
speckled by QIAGEN.
(b) If the Support Agreement Includes corrective maintenance or repel.Customer shag promptly notify QIAGEN of
Equipment failure and allow QIAGEN on request full ant free access to the Equipment,subject to compliance with the
applicable site policies.
(c) Customer shag provide the consumable supplies which as required for the Service,unless otherwise noted In the
Support Agreement.Upon request by QIAGEN,Customer agrees to provide reasonable facOns,required for the Sella,
such as secure storage space,a designated work area With adequate heat and Doing,and a local telephone tine.
(it) Customer shall save a backup Ile of data,Including,without Ilmitallon,parameter and performance date for the
Equipment before the Service Is provided by QIAGEN. In addition Customer shall be responsible for removing ay Protected
Health Information from the Inslrumert prior to service.
Page 2 or 5
Vendor Services Agreement
City of Fort Worth and Qiagen—Exhibit A2 Page 22 of 29
General Terms and Conditions for Support Agreements
QIAGEN
(a) Customer shall confirm after the Service Is provided by OIAGEN that the Equipment Is In good operating condition and Is
functioning as blended.
m Customer shag maintain a sally vmrking errAronmerd for OIAGEN's service personnel and provide them vAth any
appropriate information for the measures to lab In cove tan emergency.
(g) Customer shah designate a contact person who Is Wlabyexperlenud v,Ah On Equipment.
7. DELNERY AND PERFORMANCE
(a) Dales and time given for completion or Servics or delivery of Paris)are given a estimates only and shah not constitute
a term or condition of the Support Agreement.Time shah not be of the essence.While Ob1GEN wlli use commercia0y
reasonable efforts to meet any time estimate.N reserves the rigid to amend any estimate.
(b) QIAGEN will deliver Part(s)In such Imlallmerts as N considers expedient.Falkra by QIAGEN to deliver one or more
Instdlmerds shah not enlhle Customer to claim compensation or to terminate or suspend On Support Agrownwil or refect
those or subsequent delNeriss.
(c) Unless otherwise stipulated In the quotation.delivery of any Perils)hereunder shah be made FCA QIAGEN's facility.
(d)Customer shall,until payment In All has been made,keep Paris)In good merchenleble condgion and Nhy Inns them on
QIAGEN's behalf for not Ins than the price payable to QIAGEN and all the proceeds or such Insurance shag be held
automatically In favor of QIAGEN.Customer grams OIAGEN an irrevocable license to order Cnalomses promises to recover
any Paris)or other materials witch are QIAGEN's property.
0. PRICES
Prices for the Support Agreement shah be the lesser of OIAGEN s List Price In died at the time of the Slat Date or the price
fisted on the quotation attached hereto.Unless olhrwgss specified In writing by OIAGEN,the price orthe Support Agresmerd,
Service.or Parts we exclusive or transportation.Insurance,license few,customs Mks,or sales,use,excise or other similar
taxes.Customer shall pay all such Mies or taxes except for the taxes Imposed on OIAGEN's net Income.
A. PAYMENT
The payment for the Support Agreement shall be made by Customer net(a)In accordance vAth 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 or
SSMces or Perils)being supplied oWslds the scope arthe Support Agreement,IhMy(30)days alter the Invoice dale.
10, WARRANTY
(a) QIAGEN vmrrards 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)mordhs from the date or receipt by Customer.This warranty shad not cover
consumable goods In normal use or those or llm0ed Ore,and OIAGEN only warrants that,at the time of shlpmerd,such goods
meet applicable specillcaflons furnished or approved by QIAGEN.
(b) QIAGEN warrants that any Service or other work performed by it shall be crated out by specially trained and equipped
OIAGEN personnel.
(c) The foregoing wanantles are exclusive and In Neu or all other wrratdles,whether expressed or Implied,w when or oral,
slalutory or dhenwise.Including,without limitation.any Implied warranty of satisfactory quality or fitness for a particular
purpose or merchantability.
Page 3 of S
Vendor Services Agreement
City of Fort Worth and Qiagen—Exhibit A2 Page 23 of 29
General Terms and Conditions for Support Agreements
11. HEALTH AND SAFETY QU*EN
(a) Customer shot arson that Is employees,subcontractors and agents Working In the Immediate and ad)acerd areas
where the Equipment Is located are adequatoy trained In and comply with all nelevard and appilceble heats and safety
regulations.Customer will lather ensure Thai an appropriately mired employee of Customer or third-porty authorized by
Customer remake within visual range of dAGEN's personnel during the performance o d Service on tho Equ ipment.
(b) Wllhoul RmRlhg the generality of the foregoing. Customer shall onsum t1Nt the Equipment Is diskfedod and
decadamlreted prior to tha performance or Service thereon by QIAGENs personnel.
1t 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 ECLJIPMENT OR PARTS OR CAUSED BY INSTALLATION,
MAINTENANCE OR OTHER PERFORMANCE BY QIAGEN UNDER THESE TERM§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 OIAGEN's GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
OIAGEN'S TOTAL LIABILITY FOR LOSS OR DAMAGE ARISING OUT OF OR IN RELATION TO THE SUPPORT
AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT PAN)BY CUSTOMER TO QIAGEN WITH REGARD TO THE
SUPPORT AGREEMENT.ANY CLAIM FROM THE CUSTOMER SHALL BE TIMU: BARRED ONE YEAR AFTER THE
DAMAGE WAS CAUSED.
13. SOFTWARE LICENCE
The Software contained In the Equipment or Part(s)('Sohtwarej,If ary,shall be disclosed to Customer in confidence and
shalt be licensed to Customer for Cusfomses Internal use orgy and for the Ito of the Equipment or Parl(s).Customer agoras
that the Software Is the intellectual and proprietary properly of QIAGEN or its licensor and that the tole to,ownership of and
the copyright of the Sofmae shall remain With QIAGEN or its licensor.Customer agrees not to copy,reproduce or molly the
Soflwere and shall not make the Saftwere available to any other parties by means of sale,tease,rardaL license or othowlso,
without the prior written consent of QIAGEN.Customer further agrees net to dtor or remove any copyright,trade secret,
potont,proprietary and/or other legal nollces contained In the Software.
% CONFIDENTIALITY
Customer agrees to held In eorIndenco any and all information of a confidential nature regarding QIAGEN's business or effelrs
Including,Without limildlon,data provided by QIAGEN regarding Ile design,structure,or manfadutng methods of Its
Equipment and Parl(s)and agrees rot to disclose the same to any person,flrm or co rporallon.The foregoing confidentiality
obligation or Customer shall net be applicable,f Cuslamer can demonstrate Ihah:()irsonealon Is already generally available
to the public;(1)Information hereafter becomes generally ovallabe to the public,through no fault or Customer,(to)(formation
was already known to Customer prior to the disclosure thereof by QIAGEN;or(M llrbrmaten lawfully becomes known to
Customer through a third party.
15. FORCE MAJEURE
Neither party hereto shall be liable for default of any obligation hereunder/such do"results from a force majoure avert.
vetch Includes,without Radiation,governmental acts or dlredNes;strikes, acts of God;war tnsunecson, aid or&A
commotion;fires,flooding or water damage;expfoslons,embargoes,Map In dotwry,or failure to obtain or wlhdrows!or
any export or Import license.whether of the kind herein enumerated or othemgse,whit i are not within the reasonable control
or the pay affected. Force Majours does net excuse either Parties'obligation to mace payments for Products already
received or Services already rendered.
Page 4of5
Vendor Services Agreement
City of Fort Worth and Qiagen—Exhibit A2 Page 24 of 29
General Terms and Conditions for Support Agreements
16. TERMINATION
(a) Either party may terminate the Support Agreement:(1)t the other party defaults In Is obligation hereunder,provided that
such ddauff is net cured wllhln thirty(30)days upon written notice to the defoulling party;(2)any of the fogowing wrords
occurs;(q distress or execution Is levied against any of the others assets and Is not paid or discharged wain seven days:or
a Judgment against the other remains unsatls0ed for more than seven(7)doys;or a receiver is appointed with rasped to any
of the others assets;04 a petition Is presented for the winding up of,or for an adminlslrallon order to be made In reldlon to
the other;or a resolution Is passed for the others winding up(other than a members'vole tary winding up for Um purposes of
a bone lids amalgamation or reconstruction)or Oil)any word In a farelgn Jurisdiction analogous to,or comparable with,m and
(0)above;or(3)In case ofthe sale or dissolullon ofthe company ofthe Customer.
(b) Except as permitted by clause 16(m),Customer shall not terminate the Support Agreement without the prior written
consent or OIAGEN. If Customer seeks early lamination far any reason other then those permitted by dare 15(s),
Cualamw"not be enured to a rdlnd or credit or airy kind
(c)A twmlhdlon hereunder shall not Bred airy rights or obligdlons of either poly which haw accrued prior to termindlon.
(d) ArUclu 10 through 16 hereof stall survive the trmiriNon 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,end erg disputes hereunder shall be submitted to the competent courts In Washington DC.Any legal foes
and expenses(induciing lawyers'ress)In connection with a lawsuit hereunder shall be bome by the party against whom the
court ntws or,to the extent a party Is ordy partially auccosafit,on a pro-rota-basis In proportion to the amount awarded by the
court compared to the total amount of gar Balm.
(b) Assignment:The Support Agreement Is not assignable or transbrable by either party.In whole or In pat,except with the
written consort of tho other party,except that OIAGEN may assign to an Wilde or successor wilhou l prior written comwnt.
(c) Waiver:The failure or althea party to onrorce any or the terns or conditions hereof shall net be deemed a welver of such
pwtys rtgM to enforce these Tombs.
(d) Modification:Those Terms shall not be mocM*d or amended except In a wrlttwn agreement signed by an authorized
nproswnllM of each pally.
(a) Sevarahility:The I nvelidgy or urm forceablilly or any provblon of thaw Terms shag not aced the veHdily,or eMorcoebliky
of any other provision of the Twins,which shall remain In Ail fora and OW.
QIA03EN I.I.C. Pap Sof5
Vendor Services Agreement
City of Fort Worth and Qiagen—Exhibt A2 Page 25 of 29
EXHIBIT B
PRICE SCHEDULE
Exhibit B
0p�0p�0,/�00
—QIi GEN
Cassie Johnson Aug 23,2019
Fort Worth Poste Department QIAGEN LLC
Fart Worth Police Department Crime Lab 193]a Germantown Road
3616 E.Lancaster Ave. German'.own,MD 20874-1415
Fort Wot9h,Texas US Drders:800-426-8157
75103 Fax:800-718-2058
Phone:t8173924510
cassle.joMuon®faAworthtexas.gov
Quote Number 190521US0ID562538D
Customer Number 319749
Dear Cassia Johnson
Thank you for your inNrast In our products.Please and below lie dalla0s of your quotation.
This quotation Includes comprehensive validation for automated dsferemtial wash on one Q Wcube.performance checks
on a second and third QlAcubes.
Quote Line Items:
1540,000.00-Comprehensive Vokdation of autorretod dfferontial wash protocd on ore QVAWo-Compials"Ntmlld..
EZ1101AarbWOWymph,Catalog a 9243650
W 0,000.00-Performance Cheeks on se second and third OlA ubes-Implementation L-wevi,
s9244099orkllow-Cornpre hen Valid.,EZVOlMrbetalAsyrnph.Catatog a 9243050
The Comprehensive Validation Support plan is provided for new or adali ng Instruments(EZ7,QIAcube,OL4syrrphony,
QIAgky PRE-PCR,QuantiPlax/OP Hynes.or other Extraction.Ouanl or PCR systems)under a service warranty
contract.and Is specific to a taborolory's voliidation reeds.The services completed vris meat or exceed as the
requirements for the internal vaideson guid"nes from the FBI's Quality Assurance Standards(GAS)and SWGDAM
Validation Guidelines for DNA Analysis Methods.
The Comprehensive Valldalion Support service Includes se following:
1.As travel and labor charges forge OIAGEN Validation Team
2.As laboratory bench work
3.Data analysis using GMID or GMIDX
4.Internal vasdation summary repot
S.Electronic data return to the laboratory
6.Support of laboratory data review
The sc 1; of work must be arranged and specified on the agreement prior to purchase.
SCOPE OF VALIDATION
Page I of 4
rt4xCiN,tf. i7:OPCnnxtwnikM�J r:,tt„unn:x r.IJ7 to l6ty fy(.t fat qC+..d f4St :T PAe•r,e ' .vnrgvr tn
Vendor Services Agreement
City of Fort Worth and Qiagen—Exhibit B Page 26 of 29
00000
QLAGER9 - - -
•Reproducibility
•Sensitivity study
•Contamination study
•Precision study
•Mixture study(2 contributors only)
1.Duration of validation will be approximately 2-4 weeks onsile and 8-10 weeks for data analysis.
2.The validation study plan will comply with the FBI's Quality Assurance Standards(OAS)for Forensic DNA testing
laboratories(effective September 1.2011)and the ASCLDAAB acrreditalion criterion.
a.Sensitivity and Linearity Studies(OAS 8.3.1.b.3)
b.Reproducibility and Precision(OAS 8.3.I.b.2)
c.Mixture Studies(OAS 8.3.1.bA)
d.Known and Non-probative evidence samples or mock evidence samples(OAS 8.3.1.b.1)
e.Contamination Assessment(OAS 8.3.1.b.5)
L NIST SRM or NIST-Traceability(OAS 9.5.5)
Final documents will be provided in an electronic format.The laboratory may request a hard copy of the documents if it
is required.
QIAGEN is accredited in ISO 13485 as a manufacturing laboratory.QIAGEN is not a forensic testing facility and is not
subject to ASCLD-LAB certification.However.QIAGEN employees are trained in and adhere to the current FBI OAS
guidelines.External audits from QIAGEN's accreditation bodies and from other QIAGEN customers remain on file in
the QIAGEN Quality Management System and may be reviewed at the laboratory's request.
TRAINING:
QIAGEN personnel will spend 2-3 days on site for training and for validation data leach-back.Costs associated with
this are included in the cost of the validation.
Lob Work-The QIAGEN specialists)will travel to the laboratory to conduct the on-site validation lab work.The OIAGEN
specialist team will perform and complete all extractions,quantifications,amplifications.and capillary eleelrophoresis.
The laboratory is responsible for providing systems/proloeols that may be needed(generally laboratory SOPS,ex.
interpretation guidelines).The laboratory staff may be required to provide additional data needed for interpretation(ex.
quantification/amplification/CE results)during the data review phase of the validation.
Consumables-Chemialry and accessories are not included and should be purchased to cover the validation
experimental design including gPCR,STR.NIST standards,required substrates(swabs.materials.etc).The Customer
is expected to have all materials on-hand 1 week prior to the validation start date.
Data Analysis—The Comprehensive Validation Support plan encompasses data collection(quenl,amp,CE)during the
on-site visit.The laboratory may be responsible for sharing(typically electronically via e-mail)any validation data
requested after the on-site visit.A QIAGEN specialist will complete all the data analysis produced from the validation
study design.This includes gPCR(quent)and STR(amp)analysis and linkage to starting samples.
Data Return—QIAGEN will review the validation data and finalize a validation summary document,ensuring
compliance with the FBI's OAS requiremenls/slandarda.QIAGEN will send validation data ki an electronic format
Page 2 of 4
00rENLLC 7?]00 Gv+,•+.a,rtnpn Pule (tclnllrcl.twl r.lD?017!t115{US.11cr9 ACD a?G 1f i; F�•tno tra z;u t,,.,,,ry,+�.;.roll'.
Vendor Services Agreement
City of Fort Worth and Qiagen—Exhibit B Page 27 of 29
--QU%GEN--
(emaWCDMashdrive)to the laboratory.The laboratory is responsible for any formal than je preferences,review and
claiming ownership of the validation report.The documentation provided by QIAGEN will aid compliance with all
accreditation guidelines during laboratory audits.Should a hard copy of the validation study be preferred,the laboratory
is required to specify prior to the quotation agreement and purchase.
For Invoice purposes,the comprehensive validation support services will be considered complete and invoiced by
QIAGEN euslomer care upon the following:
1.The electronic data and summary report are provided to the laboratory
2.The electronic data and summary report are electronically confirmed by QIAGEN and me laboratory as being
received by the laboratory
Line Item No.Quantity Catalog#1 Product jUnit Prico[USD]Total Price[USD]
1 1 9243650 Comprehen Valid.,EZ11QtAcubelQ!Asymph *40.000.00 *40,000.00
2 1 19244699 Implementation Support '10,000.00 '10,000.00
3 10 1952034 JEZI DNA Investigator Kit(48) -500.00 5,000.00
Quote Total ldSpk 56,000.00
In case of changes to List Prices at QIAGEN,the prices of these products will remain in effect for the validity period of
the quote.
Thank you for choosing QIAGEN!
Bryan Davis
Customer Solutions Manager,HID Development-Southwest
QIAGEN•Sample to Insight
Mobile:(713)825.4734
bryan.davis@glagen.com
www.gWgen.com
Page 3 of 4
CiAGEN LLC 119WO 1—a G, MOnn 8G9 VE!t:, P,< tE 7056 —.pVen—1
Vendor Services Agreement
City of Fort Worth and Qiagen—Exhibt B Page 28 of 29
-QIA�EN
To ensure 0rat correG prices we invoiced please always use the quote number staled above when pacing your order.
This Dude shall be governed by the QIAGEN Standard Terms and Conditions evadable at
htin'thymmaianen.com/croductsiorderine-infomallanK)r&dno-terMs-USAI
7llmialQellYelY-aridgaYIDIM1C
ORervalidity: Valid From:01101120 10
Valid To:MM2019
Price: Prices do not include Tax
Payment: 30 days not
This offer was created electronically and 1s valid wilhad a signature.
Page 4 of 4
oineerr t.G !exa ceim.vnn..m,n,n eennm,wMr n!'J 1aB;+u!s us Gm!�aeo vs m:+ •.eoa ;e oa�;iv,n µ.p!n mm
Vendor Services Agreement
City of Fort Worth and Qiagen—Exhibit B Page 29 of 29