HomeMy WebLinkAboutContract 59569CSC No. 59569
FORT WORTH.
4*
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"), 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 — Price Schedule; and
3. Exhibit B — Verification of Signature Authority Form
4. Exhibit C - General Terms and Conditions for Support Agreements
Exhibits A, 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, 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. Scoue of Services. Vendor agrees to supply City with warranties for the QIAcubes, EZ 1 s,
and QIAgility listed on Exhibit "A," - Price Schedule 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 June 8, 2024 ("Expiration Date"), unless terminated earlier in
accordance with this Agreement ("Initial Term"). This Agreement may be renewed for four (4) consecutive
one-year terms upon mutual written agreement of the Parties. The City shall provide Vendor with written
notice of its intent to renew at least thirty (30) days prior to the end of Term.
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 "A," — Price Schedule. Total payment made under this Agreement by City shall not exceed
Fifty Thousand Dollars ($50,000.00) 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.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Vendor Services Agreement
City of Fort Worth and Qiagen Page 1 of 23
4. Termination.
4.1. 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 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 Parry 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 Non-annronriation 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.
4.3 Duties and Oblisations 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 conflicts 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 its officers, agents and employees,
agrees that it shall treat all information provided to it by City ("City Information") as confidential
and shall not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. 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 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 23
5.4 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 not less than 10 days written notice of any intended audits. Audit costs and expenses shall be borne
by the City.
7. Indenendent 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.
Liabilitv and Indemnification.
8.1 GENERAL INDEMNIFICATION- VENDOR HEREB Y CO VENANTS AND A GREES
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 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.
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 23
OR LAWSUIT (INCLUDING A COPY THEREOF) SERVED UPONIT 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 OFANY CLAIM,
LIABILITY, OR ACTION COVERED BY SECTION 8.3 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 8.4 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.
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 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.
Assignment and Subcontracting.
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 23
10. Insurance. Vendor shall provide City with certificate(s) of insurance documenting
policies of the following types and 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. 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
include 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 23
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation 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
the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation shall not constitute a waiver 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 23
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:
City of Fort Worth
Attn: Assistant City Manager for IT
200 Texas Street
Fort Worth, TX 76102-6314
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office at
same address
To VENDOR:
QIAGEN, LLC.
Tim Grabham, Assistant Secretary
19300 Germantown Road
Germantown, MD 20874
800-426-8157
14. Solicitation of Emulovees. 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 parry 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
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
Vendor Services Agreement
City of Fort Worth and Qiagen Page 7 of 23
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 in 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, 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, and B, contains the entire
understanding and agreement between City and Vendor, 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.
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 to Vendor for the nonconforming
services.
26. Immigration Nationalitv 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 provide 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 23
27. Signature Authoritv. The person signing this Agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective parry, 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 Comvanv 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 Bovcott 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.
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 23
ACCEPTED AND AGREED:
CITY OF FORT WORTH
By:
Name: Fernando Costa
Title: Assistant City Manager
Date: Jun 6, 2023
APPROVAL RECOMMENDED
By: RobertRobert le Jr. (Jun 6. 202308:33 CDT`
Name: Robert A. Alldredge, Jr.
Title: Executive Assistant Chief
ATTEST:
By: as
Name: Jannette Goodall
Title: City Secretary
VENDOR:
QIAGEN, LLC
By:
Name: Tim Grabham,
Title: Assistant Secretary
Date: 06/09/2023
Vendor Services Agreement
City of Fort Worth and Qiagen
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
By: '/
Name: Loraine Coleman
Title: Administrative Services Manager
APPROVED AS TO FORM AND
LEGALITY:
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: (None Required)
Date Approved:
Form 1295 Certification No.: N/A
ATTEST:
By: M,ariif� PAdzi aft'
Name: Marietta Radziwon
Title: Legal Counsel
OFFICIAL RECORD page 10 of 23
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
00*0*
0Q00
�EN
03/15/2023
Cassie Johnson
QIAGEN LLC
Fort Worth Police Department
19300 Germantown Road
Germantown
Fort Worth Police Department Crime Lab
MD 20874-1415
3616 E. Lancaster Ave.
USA
Fort Worth,
servicecontracts@giagen.com
76103
Customer Number 320798
Hana Austria
hana.austria@giagen.com
Quotation for Service Support Agreements - 230316US01628835HA
Dear Cassie Johnson,
We would like to advise you that the Service Agreement for your instruments) is expiring shortly. To ensure the
continued performance of your automated application, we suggest to renew this Service Agreement.
Attached to this letter, please find an agreement quotation, For renewal, please return a signed copy of the quotation
together with your purchase order number. The Service Agreement will start upon the date indicated in the agreement
text.
If you have questions, or if you would like more information, please contact us directly or visit us at www.giagen.com.
We look forward to help you in getting the most from your QIAGEN Instrumentation.
Sincerely,
Your QIAGEN Team
Page 1 of 5
OIAGEN LLC 1 V3300 Germantown Road I Germantown, MD 20874-1415 I US Orders: 800-426-8157 I Fax. 866-718-2056 I—.giagen.com
Vendor Services Agreement
City of Fort Worth and Qiagen Page 11 of 23
00000
00000
Q AGEN
Agreement Number 230316US01628835HA
Quote requested by.
Cassie Johnson
Fort Worth Police Department
Fort Worth Police Department Crime Lab
3616 E. Lancaster Ave
Fort Worth, 76103
Phone:+18173924516
Fax:
cassie.johnson @fortworthtexas. gov
Customer Number 320798
*Coverage dates are in accordance with customer request to align expiration dates. Instruments listed in this quote
have been pro -rated to expire on June 8, 2024*
***PM SERVICE NOT INCLUDED FOR COVERAGE UNDER 8 MONTHS IN LENGTH***
Quote Line Item
Quantity
Catalog
Product
Unit Price
Total Price
Number
#
[USD]
[USD]
07201299
1
9237721 EZ1, Full Agreement
4,657.00
4,657.001
07201300
1
9237721 EZ1, Full Agreement
4,657.00
4,657.001
07201301
1
9245208 QlAcube Connect, Full Agreement
1,870.00
1,870.001
07201302
1
9245208 QlAcube Connect, Full Agreement
3,740.00
3,740.001
07201303
1
9245208 QlAcube Connect, Full Agreement
1,870.00
1,870.001
07201304
1
9245208 QlAcube Connect, Full Agreement
3,740.00
3,740.001
07201305
1
9245208 QlAcube Connect, Full Agreement
1,870.00
1,870.001
07201306
1
9245208 QlAcube Connect, Full Agreement
3,740.00
3,740 001
07201307
1
9241763 QlAgility, Full Agreement
4,974.75
4,974.751
Quote Total [USD]. 31,118.75
Included Service Agreement Products:
Quote Line Item Number 07201299: EZ1, Full Agreement [Contract duration (in months): 12]
Cat No. Payment Unit Price [USD] Total Price [USD]
9237721 Annual 4,657.00 4.657.00
Description:
Repair service delivery. onsite
Service response time (repair): 48 hours/2 business days
Periodic inspectionlmaintenance: yes, 1/agreement year
Inspectionlmaintenance delivery: onsite
Cost coverage for repair parts: yes, full coverage
Cost coverage for labor: yes, full coverage
Cost coverage for travel: yes, full coverage
Replacement system (Loaner) provision: not applicable
Transportation cost coverage. not applicable
Validity: 06/09/2023 - 06/08/2024
This agreement is valid for the Following instrument:
EZ1 Advanced XL, L139A1107
Quote Line Item Number 07201300: EZ1, Full Agreement [Contract duration (in months): 121
Cat No. Payment Unit Price [USD] Total Price [USD]
9237721 Annual 4,65700 4,657.00
Description:
Page 2 of 5
QIAGEN LLC 1 M00 Germantown Road I Germantown. MI 20874-1415 I US Orders: 800-420-8157 1 Fax: 800-718-2056I www.giagen.com
Vendor Services Agreement
City of Fort Worth and Qiagen Page 12 of 23
00000
00000
Q AGEN
Agreement Number 23031GUS01628835HA
Replacement system (Loaner) provision: not applicable
Transportation cost coverage, not applicable
Validity: 12/06/2022 - 06/08/2023
This agreement is valid for the following instrument:
QlAcube Connect, 90
Quote Line Item Number 07201304: QlAcube Connect, Full Agreement [Contract duration (in months): 12]
Cat No. Payment Unit Price [USD] Total Price [USD]
9245203 Annual 3,74000 3.740.00
Description:
Repair service delivery: onsite
Service response time (repair): 48 hours/2 business days
Periodic inspection/maintenance: yes, 1/agreement year
Inspectionlmaintenance delivery: onsite
Cost coverage for repair parts: yes, full coverage
Cost coverage for labor: yes, full coverage
Cost coverage for travel: yes, full coverage
Replacement system (Loaner) provision: not applicable
Transportation cost coverage, not applicable
Validity: 06/09/2023 - 06/08/2024
This agreement is valid for the following instrument:
QlAcube Connect, 90
Quote Line Item Number 07201305: QlAcube Connect, Full Agreement [Contract duration (in months): 61
Cat No. Payment Unit Price [USD] Total Price [USD]
9245208 Annual 1,870.00 1.870.00
Description:
Repair service delivery: onsite
Service response time (repair): 48 hours/2 business days
Periodic inspectionlmaintenance: yes, 1/agreement year
Inspectionlmaintenance delivery: onsite
Cost coverage for repair parts: yes, full coverage
Cost coverage for labor: yes, full coverage
Cost coverage for travel: yes, full coverage
Replacement system (Loaner) provision: not applicable
Transportation cost coverage, not applicable
Validity: 12/06/2022 - 06/08/2023
This agreement is valid for the following instrument:
QlAcube Connect Instrument, 844
Quote Line Item Number 07201306: QlAcube Connect, Full Agreement [Contract duration (in months): 12]
Cat No. Payment Unit Price [USD] Total Price [USD]
9245208 Annual 3,740.00 3,740.00
Description:
Repair service delivery: onsite
Service response time (repair): 48 hours/2 business days
Periodic inspectionlmaintenance: yes, 1/agreement year
Inspection/maintenance delivery: onsite
Cost coverage for repair parts: yes, full coverage
Cost coverage for labor: yes, full coverage
Cost coverage for travel: yes, full coverage
Replacement system (Loaner) provision: not applicable
Transportation cost coverage not applicable
Validity: 06/09/2023 - 06/08/2024
This agreement is valid for the following instrument:
QlAcube Connect Instrument, 844
Page 4 of 5
QIAGEN LLC 1 M00 Germantown Road I Germantown. MI 20874-1415 I US Orders: 800-425-8157 1 Fax: 800-718-2056I www.giagen.com
Vendor Services Agreement
City of Fort Worth and Qiagen Page 13 of 23
00000
00000
Q AGEN
Agreement Number 230316US01628835HA
Repair service delivery: onsite
Service response time (repair): 48 hours/2 business days
Periodic inspection/maintenance: yes, 1/agreement year
Inspectionlmaintenance delivery. onsite
Cost coverage for repair parts: yes, full coverage
Cost coverage for labor: yes, full coverage
Cost coverage for travel: yes, full coverage
Replacement system (Loaner) provision: not applicable
Transportation cost coverage, not applicable
Validity: 06/09/2023 - 06/08/2024
This agreement is valid for the following instrument:
EZ1 Advanced XL, L167A1815
Quote Line Item Number 07201301: QlAcube Connect, Full Agreement [Contract duration (in months): 6]
Cat No. Payment Unit Price [USD] Total Price [USD]
9245208 Annual 1,870.00 1.870.00
Description:
Repair service delivery: onsite
Service response time (repair): 48 hours/2 business days
Periodic inspection/maintenance: yes, 1/agreement year
Inspectionlmaintenance delivery: onsite
Cost coverage for repair parts: yes, full coverage
Cost coverage for labor: yes, full coverage
Cost coverage for travel: yes, full coverage
Replacement system (Loaner) provision: not applicable
Transportation cost coverage: not applicable
Validity: 11I26/2022 - 06108I2023
This agreement is valid for the following instrument:
QlAcube Connect Instrument, 986
Quote Line Item Number 07201302: QlAcube Connect, Full Agreement [Contract duration (in months): 12]
Cat No. Payment Unit Price [USD] Total Price [USD]
9245208 Annual 3,740.00 3,740.00
Description:
Repair service delivery: onsite
Service response time (repair): 48 hours12 business days
Periodic inspectiorVmaintenance: yes, 1/agreement year
Inspectionlmaintenance delivery: onsite
Cost coverage for repair parts: yes, full coverage
Cost coverage for labor: yes, full coverage
Cost coverage for travel: yes, full coverage
Replacement system (Loaner) provision: not applicable
Transportation cost coverage: not applicable
Validity: 06/09/2023 - 06/08/2024
This agreement is valid for the following instrument:
QlAcube Connect Instrument, 986
Quote Line Item Number 07201303: QlAcube Connect, Full Agreement [Contract duration (in months): 61
Cat No. Payment Unit Price [USD] Total Price [USD]
9245208 Annual 1,87000 1.870.00
Description:
Repair service delivery: onsite
Service response time (repair): 48 hours12 business days
Periodic inspection/maintenance: yes, 11agreement year
Inspection/maintenance delivery: onsite
Cost coverage for repair parts: yes, full coverage
Cost coverage for labor: yes, full coverage
Cost coverage for travel. yes, full coverage
Page 3 of 5
QIAGEN LLC 1 M00 Germantown Road I Germantown. MI 20874-1415 I US Orders: 800-425-8157 1 Fax: 800-718-2056I www.giagen.com
Vendor Services Agreement
City of Fort Worth and Qiagen Page 14 of 23
00000
00000
QIAGEN
Agreement Number 23031 GUS01628835HA
Quote Line Item Number 07201307: QlAgility, Full Agreement [Contract duration (in months): 11]
Cat No. Payment Unit Price [USD] Total Price [USD]
9241763 Annual 4,974.75 4,974.75
Description:
Repair service delivery: onsite
Service response time (repair): 48 hours12 business days
Periodic inspection/maintenance: yes, 1/agreement year
Inspectionlmaintenance delivery: onsite
Cost coverage for repair parts: yes, full coverage
Cost coverage for labor. yes, full coverage
Cost coverage for travel: yes, full coverage
Replacement system (Loaner) provision: not applicable
Transportation cost coverage. not applicable
Validity: 07/12/2023 - 06108f2024
This agreement is valid for the following instrument:
QlAgility HEPAI UV (incl.Laptop), 21311
Invoice
As listed under "Payment!'
Terms
Net 30 Days upon Invoicing
Offer validity
Valid From: 12131/2022
Valid To: 04/30/2023
Your Contact
Hana Austria
Service Inside Sales
hana.austria@giagen.com
We look forward to receiving your order but in the meantime, if you require any further information, please do not
hesitate to contact us.
Signature: Date:
Cassie Johnson
Fort Worth Police Department
Your Internal PO Number:
By submitting a purchase order for quoted services, the customer agrees that the QIAGEN terms and conditions
contained on the quote shall govern the provision of these services and that any terms and conditions contained or
linked within, or attached to, customer's purchase order are hereby excluded. QIAGEN General Terms and Conditions
for Support Agreements can be downloaded at www ai?nan r-_m.
Page 5 of 5
QIAGEN LLO 1 M00 Germantown Road I Germantown. MD 20874-1415 I US Orders: 800-425-8157 1 Fax: 800-718-2056I www.giagen.com
Vendor Services Agreement
City of Fort Worth and Qiagen Page 15 of 23
EXHIBIT B
VERIFICATION OF SIGNATURE AUTHORITY
QIAGEN, LLC
19300 GERMANTOWN ROAD
GERMANTOWN, MD 20874
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Seller and to execute any agreement,
amendment or change order on behalf of Seller. Such binding authority has been granted by proper
order, resolution, ordinance or other authorization of Seller. Buyer is fully entitled to rely on the
warranty and representation set forth in this Form in entering into any agreement or amendment
with Seller. Seller will submit an updated Form within ten (10) business days if there are any
changes to the signatory authority. Buyer is entitled to rely on any current executed Form until it
receives a revised Form that has been properly executed by Seller.
1. Name: Tim Grabham
Position: Assistant Secretary
Signature
2. Name: Marietta Radziwon
Position: Legal Counsel
Aur4 n, P tdz4w tv
Signature
Signature of President/CEO/Managing Partner
Title: Assistant Secretary Date: 06/09/2023
Vendor Services Agreement
City of Fort Worth and Qiagen Page 16 of 23
EXHIBIT C
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 may be required for the
Service.
(e) "Customer" means the person or entity placing an order with QIAGEN for Equipment, Service or Parts, as identified in the
attached quotation.
(f) "Support Agreement" meansthe agreement entered into by Customer and QIAGEN for Service and/or Parts.
(g) "Response time' means the time from QIAGEN's receipt of Customer's request for support to QIAGEN's dispatch of a
Service Specialist. In the eventthat 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 if duly executed by a legally
authorized representative 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) 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, 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.
100000
•0000
Sample to Insight QIAGEN
General Terms and Conditions for Support Agreements - QIAGEN LLC 01/2021
Vendor Services Agreement
City of Fort Worth and Qiagen Page 17 of 23
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
commencement date of the new coverage period.
(b) Equipment not falling within clause 3(a) shall be subject to inspection and possible repair by QIAGEN, before being deemed
eligible for inclusion under a Support Agreement. Customer shall be charged QIAGEN's standard rates in effect atthattime
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 for Customer to proceed with purchase of the 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 as
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: (i) which
has been misused, or subjected to unusual physical or electrical stress; (ii) which is modified by Customer withoutthe 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.
4. COMMENCEMENT AND TERM
(a) Unless otherwise specified in writing by QIAGEN, any quotation for Service or Support Agreement submitted to Customer
by QIAGEN isfirm for, and will expire, sixty (60) days afterthe 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
earlier ("Start Date").
(b) The Support Agreement shall be effective for the validity period specified in the attached quotation, if any, subject to
earlier termination as provided for in clause 17. Otherwise, the Support Agreement shall be effective forthe period of one
(1) year from the Start Date subject to earlier termination as provided for in clause 17. The Support Agreement may be
renewed at the same terms upon the mutual written consent of the 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
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(s) to
accomplish such maintenance. Any part replaced by QIAGEN during Service shall become the property of QIAGEN and
Customer shall ensure that QIAGEN may take title to such part clear of any interest, claim, lien or encumbrance of any third
party or shall in the alternative indemnify QIAGEN to the value of the replacement cost of such part.
(b) All Service shall be performed during QIAGEN's normal working hours, i.e. 9:00 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.
General Terms and Conditions for Support Agreements - QIAGEN LLC 01/2021
Vendor Services Agreement
City of Fort Worth and Qiagen Page 18 of 23
(c) For Services performed or Parts delivered not required by this Support Agreement, QIAGEN's standard rates will apply.
QIAGEN may subcontract its duties hereunder to a third party without the consent of Customer. Unless expressly stated in
the Support Agreement, coverage does not include (i) the supply of consumables and accessories (including, without
limitation, lamps, glass parts, paper, filters, syringes, peristaltic pump tubings, air filters, diskettes, ink ribbons, lighting
connections, columns, thermostatic plates, detectors, spacers and chemicals); (ii) any supplied computer(s), computing
equipment and accessories outside of the manufacturer warranty; (w) the recovery of data in the event of loss or damage
to data carriers (including without limitation hard drives) and/or software; (iv) modification to or relocation of Equipment;
or (v) 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 promptly notify QIAGEN of Equipment
failure and allow QIAGEN on request full and free access to the Equipment, subject to compliance with the applicable site
policies.
(c) Customer shall provide the consumable supplies which are required for the Service, unless otherwise noted in the Support
Agreement. Upon request by QIAGEN, Customer agrees to provide reasonable facilities, required for the Service, such as
secure storage space, a designated work area with adequate heat and lighting, and a local telephone line.
(d) Customer shall save a backup file of data, including, without limitation, parameter and performance data forthe 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.
(e) Customer shall confirm after the Service is provided by QIAGEN that the Equipment is in good operating condition and is
functioning as intended.
(f) Customer shall maintain a safe working environment for QIAGEN's service personnel and provide them with 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. DELIVERYAND 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.
General Terms and Conditions for Support Agreements - QIAGENLLC 01/2021
Vendor Services Agreement
City of Fort Worth and Qiagen Page 19 of 23
(c) Unless otherwise stipulated in the quotation, delivery of any Part(s) hereunder shall be made FCA QIAGEN'sfacility.
(d) Customer shall, until payment in full has been made, keep Part(s) in good merchantable condition and fully insurethem on
QIAGEN's 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 premisesto 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, licensefees, customs duties, or sales, use, excise or other similar taxes. Customer
shall pay all such duties or taxes except for the taxes imposed on QIAGEN's net income.
9. PAYMENT
The payment for the Support Agreement shall be made 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, in each case unless
payment is to be made by credit card, in which case the credit card payment must be processed at the time of order.
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 specially trained and equipped
QIAGEN personnel or authorized representatives.
(c) QIAGEN provides a limited warranty covering the work performed under the terms of this Support Agreement. This
warrantyshall lastfor a period of thirty (30) calendar daysfrom the completion of authorized repairs. Duringthe warranty
period, QIAGEN will, at its sole cost and expense, correct any defects in workmanship related to repairs performed under
this Support Agreement. This warranty covers labor only and does not extend to Part(s).
(d) The foregoing warranties are exclusive and in lieu of all other warranties, whether expressed or implied, written or oral,
statutory or otherwise, including, without limitation, any implied warranty of satisfactory quality or fitness for a particular
purpose or merchantability.
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 QIAGEN's personnel during the performance of Service on the Equipment.
General Terms and Conditions for Support Agreements - QIAGEN LLC 01/2021
Vendor Services Agreement
City of Fort Worth and Qiagen Page 20 of 23
(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 or authorized representatives.
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 TH E 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 LICENSE
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 notto 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, withoutthe prior written
consent of QIAGEN. Customer further agrees not to alter or remove any copyright, trade secret, patent, proprietary and/or other
legal notices contained in the Software.
14. CONFIDENTIALITY
Customer agreesto hold in confidence any and all information of a confidential nature regarding QIAGEN's business or affairs,
including, without limitation, data provided by QIAGEN regarding the design, structure, or manufacturing methods ofthe
Equipment and Part(s) 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; (ii) information hereafter becomes generally available to the public, through no fault of Customer; (iii) information
was already known to Customer prior to the disclosure thereof by QIAGEN; or Qv) information lawfully becomes known to
Customer through a third party.
15. DATA PRIVACY
The parties acknowledge that in certain circumstances, for business and safety reasons, Customer may wish to collect personal or
biometric data (as defined by applicable privacy legislation, and which may include but shall not be limited to fingerprints, DNA or
RNA samples, photographs, or signatures) from QIAGEN employees who will perform services on Customer's premises or enter
Customer's facilities for other business reasons. Customer will bear all costs associated with the collection of such data, and
Customer agrees to comply with all applicable data privacy and security laws and regulations in collecting, storing, handling, and
using such personal and/or biometric data, and will 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 Customer's breach of such applicable data privacy and security laws or regulations, and shall pay all
judgments entered in any such suit or suits or other legal proceedings, except for Liability resulting from QIAGEN's gross
General Terms and Conditions for Support Agreements - QIAGENLLC 01/2021
Vendor Services Agreement
City of Fort Worth and Qiagen Page 21 of 23
negligence or willful misconduct. The indemnities and assumptions of liabilities and obligations herein provided for shall continue
in full force and effect notwithstanding term ination of any purchase or service agreement between the parties, whether by
expiration of time, by operation of law, or otherwise.
16. FORCE MAJEURE
Neither party hereto shall be liable for default of any obligation hereunder if such default results from a force majeure 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 party' obligation to make payments for Equipment or Parts already received or Services
already rendered.
17. TERMINATION
(a) Either party may terminate the Support Agreement: (1) if the other party defaults in its obligation(s) hereunder, provided
that such default is not cured within thirty (30) days upon written notice to the defaulting party; or (2) any of the following
events occurs: (i) 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; (ii) 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 forthe other's winding up (otherthan a members'voluntarywinding
up for the purposes of a bone fide amalgamation or reconstruction) or (iii) any event in a foreign jurisdiction analogous to,
or comparable with, (i) and (ii) above. QIAGEN may terminate the Support Agreement in case ofthe sale or dissolution of
the company of the Customer.
(b) Except as permitted by clause 17(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 17(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.
Articles 10 and 12 through 18 hereof shall survive the termination of the Support Agreement, as well as such other
provisions as may be necessary to interpret any of the foregoing.
18. GOVERNING LAW AND ARBITRATION; CLASS ACTION WAIVER
(a) Governing Law. This Agreement and any claims, disputes or causes of action relating to or arising out of this Agreement
shall be construed in accordance with and governed by the laws of the State of Maryland without giving effect to the
conflict of laws principles thereof. All claims under this Agreement which cannot be amicably settled shall be submitted to
binding arbitration asset forth below.
Vendor Services Agreement
City of Fort Worth and Qiagen Page 22 of 23
19. MISCELLANEOUS
(a) Assignment: The Support Agreement is not assignable ortransferable 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.
(b) Waiver: The failure of either party to enforce any of the terms or conditions hereof shall not be deemed a waiver of such
party's right to enforce these Terms.
(c) Modification: These Terms shall not be modified or amended except in a written agreement signed by an authorized
representative of each party.
(d) Severability: The invalidity or unenforceability of any provision ofthese Terms shall not affect the validity or
enforceability of any other provision of the Terms, which shall remain in full force and effect.
PROM-15512-002 General Terms and Conditions for Support Agreements - QIAGENLLC O1/2021
Vendor Services Agreement
City of Fort Worth and Qiagen Page 23 of 23