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HomeMy WebLinkAbout064843 - General - Contract - Qiagen, LLCCSC No. 64843 FORT WORTH CITY OF FORT WORTH SOLE SOURCE PURCHASE AGREEMENT This SOLE SOURCE PURCHASE AGREEMENT ("AGREEMENT") is entered into by and between QIAGEN, LLC ("Seller"), a foreign limited liability company, and the CITY OF FORT WORTH, (`Buyer"), a Texas home-rule municipal corporation, each individually referred to herein as a"party" and collectively as the "parties". The Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Sole Source Purchase Agreement; 2. Exhibit A: City of Fort Worth Standard Terms and Conditions; 3. Exhibit B: Conflict of Interest Questionnaire; 4. Exhibit C: Seller Contact Information; 5. Exhibit D: Verification of Signature Authority; 6. Exhibit E: Seller's Sole Source Justification Letter; and 7. Exhibit F: Seller's Quote Exhibits A through F, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. If any provisions of the attached Exhibits conflict with the terms herein, the terms in this Sole Source Purchase Agreement and in Exhibit A will control. Buyer shall pay Seller in accordance with the fee schedule in Exhibit F and in accordance with the provisions of this Agreement. Total payment made under this Agreement by Buyer shall not exceed Eighty-Three Thousand, One Hundred Six Dollars and Fifteen Cents ($83,106.15). Seller shall not provide any additional items or services or bill for expenses incurred for Buyer not specified by this Agreement unless Buyer requests and approves in writing the additional costs for such services. Buyer shall not be liable for any additional expenses of Seller not specified by this Agreement unless Buyer first approves such expenses in writing. The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective party. Seller and Buyer have caused this Agreement to be eXecuted by their duly authorized representatives to be effective as of the date signed by the Buyer's Assistant City Manager. [SIGNATURE PAGE FOLLOWS] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] �FFICIAL RECORD CITY SECRETARY 1 FT. WORTH, TX ACCEPTED AND AGREED: BUYER CITY OF FORT WORTH ��..., g� By: Name: William Johnson Title: Assistant City Manager Date: 03/06/2026 APPROVAL RECOMMENDED: By; Davyd C��T(� r 5, 2026 16:5226 CST) Name: David Carabajal Title: Executive Assistant Chief ATTEST: �,�.� � .,�� By: � Name: Jannette S. Goodall Title: City Secretary SELLER: QIAGEN, LLC By. � i"�C;�- Name: John �ckert Title: Director, HID Sales, North America Date: 3/4/26 Form 1295 Certification No.: 2026-1409279 OFFICIAL RECORD CITY SECRETARY 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. Ka�th ryn A�c� ee BV; Kathryn Agee (Ma� 5. 2026 11 �b�29 CST) .7 Name: Kathryn Agee Title: Senior Management Analyst APPROVED AS TO FORM AND LEGALITY: a� FOpTo�da By• � �. .7�_ __ ��oo��� °�°do �o Name: Jerris Mapes Q��� ° Title: Sr. Assistant City Attorney a�an qEXPaaao CONTRACT AUTHORIZATION: M&C: 26-0130 Date Approved: 2/24/2026 FT. WORTH, TX 2 Exhibit A CITY OF FORT WORTH, TEXAS STANDARD PURCHASING TERMS AND CONDITIONS 1. DEFINITION OF BUYER For purposes of this Agreement, the term "Buyer" means and includes the City of Fort Worth, its officers, agents, servants, authorized employees, vendors, and subcontractors who act on behalf of various City departments, bodies, or agencies. 2. DEFINITION OF SELLER For purposes of this Agreement, the term "Seller" means and includes Qiagen, LLC its officers, agents, servants, employees, vendors, subcontractors, or other providers of goods and/or services who act on behalf of the entity under contract with the City of Fort Worth. 3. TERM The initial term of this Agreement is for one (1) year, beginning on the date that this Agreement is eXecuted by the City's Assistant City Manager ("Effective Date"), unless terminated earlier in accordance with this Agreement. Buyer will have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal periods (each a"Renewal Term"). 4. PUBLIC INFOMRATION Buyer is a government entity under the laws of the State of TeXas and all documents held or maintained by Buyer may be subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked by Seller as Confidential or Proprietary, Buyer shall promptly notify Seller. It will be the responsibility of Seller to submit to the Texas Attorney General's Office reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by Buyer, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. The Parties agree that nothing contained within this Agreement is considered proprietary or trade secret information and that this agreement may be released in the event that it is requested. 5. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer or employee of Buyer may have a financial interest, direct or indirect, in any contract with Buyer or be financially interested, directly or indirectly, in the sale to Buyer of any land, materials, supplies or services, except on behalf of Buyer as an officer or employee. Any willful violation of this section shall constitute malfeasance in office, and any officer or employee found guilty thereof shall thereby forfeit his office or position. 3 Any violation of this section with the knowledge, expressed or implied, of the person or corporation contracting with the City Council shall render the contract voidable by the City Manager or the City Council. (Chapter XXVII, Section 16, City of Fort Worth Charter). 6. ORDERS 6.1 No employees of the Buyer or its officers, agents, servants, vendors or subvendors who act on behalf of various City departments, bodies or agencies are authorized to place orders for goods and/or services without providing approved contract numbers, purchase order numbers, or release numbers issued by the Buyer. The only exceptions are Purchasing Card orders and emergencies pursuant to Texas Local Government Code Section 252.022(a)(1), (2), or (3). In the case of emergencies, the Buyer's Purchasing Division will place such orders. 6.2 Acceptance of an order and delivery on the part of the Seller without an approved contract number, purchase order number, or release number issued by the Buyer may result in rejection of delivery, return of goods at the Seller's cost and/or non- payment. 7. SELLER TO PACKAGE GOODS Seller will package goods in accordance with good commercial practice. Each shipping container shall be clearly and permanently marked as follows: (a) Seller's name and address: (b) Consignee's name, address and purchase order or purchase change order number; (c) Container number and total number of containers, e.g., box 1 of 4 boXes; and (d) Number of the container bearing the packing slip. Seller shall bear the cost of packaging unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform to requirements of common carriers and any applicable specifications. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 8. SHIPMENT UNDER RESERVATION PROHIBITED Seller is not authorized to ship the goods under reservation, and no tender of a bill of lading will operate as a tender of goods. 9. TITLE AND RISK OF LOSS The title and risk of loss of the goods shall not pass to Buyer until Buyer actually receives and takes possession of the goods at the point or points of delivery and after inspection and acceptance of the goods. 10. DELIVERY TERMS AND TRANSPORTATION CHARGES Freight terms shall be F.O.B. Destination, Freight Prepaid and Allowed. 4 11. PLACE OF DELIVERY The place of delivery shall be set forth in the "Ship to" block of the purchase order, purchase change order, or release order. 12. RIGHT OF INSPECTION Buyer shall have the right to inspect the goods upon delivery before accepting them. Seller shall be responsible for all charges for the return to Seller of any goods rejected as being nonconforming under the specifications. 13. INVOICES 13.1 Seller shall submit separate invoices in duplicate, on each purchase order or purchase change order after each delivery. Invoices shall indicate the purchase order or purchase change order number. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, should be attached to the invoice. Seller shall mail or deliver invoices to Buyer's department and address as set forth in the block of the purchase order, purchase change order or release order entitled "Ship to." Payment shall not be made until the above instruments have been submitted after delivery and acceptance of the goods and/or services. 13.2 Seller shall not include Federal Excise-, or State or City sales tax in its invoices. The Buyer shall furnish a tax eXemption certificate upon Seller's request. 13.3 Payment. All payment terms shall be "Net 30 Days" unless otherwise agreed to in writing. Before the first payment is due to Seller, Seller shall register for direct deposit payments prior to providing goods and/or services using the forms posted on the City's website". 14. PRICE WARRANTY 14.1 The price to be paid by Buyer shall be that contained in Seller's proposals which Seller warrants to be no higher than Seller's current prices on orders by others for products and services of the kind and specification covered by this agreement for similar quantities under like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the prices contained in Seller's proposals, or in the alternative upon Buyer's option, Buyer shall have the right to cancel this contract without any liability to Seller for breach or for Seller's actual expense. Such remedies are in addition to and not in lieu of any other remedies which Buyer may have at law or in equity. 14.2 Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, 5 percentage, brokerage fee or contingent fee, excepting employees of an established commercial or selling agency that is maintained by Seller for the purpose of securing business. For breach or violation of this warranty, Buyer shall have the right, in addition to any other right or rights arising pursuant to said purchase(s), to cancel this contract without liability and to deduct from the contract price such commission percentage, brokerage fee or contingent fee, or otherwise to recover the full amount thereof. 15. PRODUCT WARRANTY Seller shall not limit or exclude any express or implied warranties and any attempt to do so shall render this contract voidable at the option of Buyer. Seller warrants that the goods furnished will conform to Buyer's specifications, drawings and descriptions listed in the proposal invitation, and the sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's specifications, drawings, and descriptions, Buyer's specifications shall govern. 16. SAFETY WARRANTY Seller warrants that the product sold to Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act (OSHA) of 1970, as amended. In the event the product does not conform to OSHA standards, Buyer may return the product for correction or replacement at Seller's expense. In the event Seller fails to make appropriate correction within a reasonable time, any correction made by Buyer will be at Seller's expense. Where no correction is or can be made, Seller shall refund all monies received for such goods within thirty (30) days after request is made by Buyer in writing and received by Seller. Notice is considered to have been received upon hand delivery, or otherwise in accordance with the Notice to Parties Clause of this Agreement. Failure to make such refund shall constitute a breach and cause this contract to terminate immediately. 17. SOFTWARE LICENSE TO SELLER If this purchase is for the license of software products and/or services, and unless otherwise agreed, Seller hereby grants to Buyer, a perpetual, irrevocable, non-exclusive, nontransferable, royalty free license to use the software. This software is "proprietary" to Seller, and is licensed and provided to the Buyer for Buyer's sole use for purposes under this Agreement and any attached work orders or invoices. The Buyer may not use or share this software without permission of the Seller; however, Buyer may make copies of the software expressly for backup purposes. 18. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY 18.1 The SELLER warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to programs, documentation, software, analyses, applications, methods, ways, and processes (each individually 0 referred to as a"Deliverable" and collectively as the "Deliverables") do not infringe upon or violate any patents, copyrights, trademarks, service marks, trade secrets, or any other intellectual property rights or other third-party rights. 18.2 SELLER shall be liable and responsible for any and all claims made against the Buyer 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 Buyer's continued use of the Deliverable(s) hereunder. 18.3 SELLER agrees to defend, settle, or pay, at its own cost and expense, any claim or action against Buyer for infringement of any patent, copyright, trademark, trade secret, or similar property right arising from Buyer's use of the Deliverables in accordance with this Agreement, it being understood that this agreement to defend, settle, or pay shall not apply if Buyer modifies or misuses the Deliverables. So long as SELLER bears the cost and expense of payment for claims or actions against Buyer pursuant to this section, SELLER shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Buyer shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect Buyer's interest, and Buyer agrees to cooperate with SELLER in doing so. In the event Buyer, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against Buyer for infringement arising under this Agreement, Buyer shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, SELLER shall fully participate and cooperate with Buyer in defense of such claim or action. Buyer agrees to give SELLER timely written notice of any such claim or action along with copies of all papers Buyer may receive relating thereto. Notwithstanding the foregoing, Buyer's assumption of payment of costs or expenses shall not eliminate SELLER's duty to indemnify Buyer under this Agreement. If the Deliverables or any part thereof is held to infringe and the use thereof is enjoined or restrained, or if as a result of a settlement or compromise such use is materially adversely restricted, SELLER shall, at its own expense: (a) procure for Buyer the right to continue to use the Deliberables; or (b) modify the Deliverables to make them non-infringing, provided that such modification does not materially adversely affect Buyer's authorized use of the Deliverables; or (c) replace the Deliverables with equally suitable, compatible, and functionally equivalent non-infringing Deliverables at no additional charge to Buyer; or (d) if none of the foregoing alternatives is reasonably available to SELLER, terminate this Agreement and refund all amounts paid to SELLER by Buyer, subsequent to which 7 termination Buyer may seek any and all remedies available to Buyer at law or in equity. 18.4 The representations, warranties, and covenants of the parties contained in this Agreement will survive the termination and/or expiration of this Agreement. 19. OWNERSHIP OF WORK PRODUCT Seller agrees that any and all analyses, evaluations, reports, memoranda, letters, ideas, processes, methods, programs, and manuals that were developed, prepared, conceived, made, or suggested by the Seller for the Buyer pursuant to a Work Order, including all such developments as are originated or conceived during the term of the Agreement and that are completed or reduced to writing thereafter ("Work Product") will be considered "work(s) made for hire" and will be and remain the eXclusive property of the Buyer. To the extent that the Work Product may not be considered work(s) made for hire under the applicable law, Seller hereby agrees that this Agreement effectively transfers, grants, conveys, and assigns exclusively to Buyer, all rights, title, and ownership interests, including copyright, which Seller may have in any Work Product or any tangible media embodying such Work Product, without the necessity of any further consideration or instrument of transfer, and Buyer shall be entitled to obtain and hold in its own name, all rights in and to the Work Product. Seller, for itself and on behalf of its agents, hereby waives any property interest in such Work Product. 20. CANCELLATION Buyer shall have the right to cancel this contract immediately for default on all or any part of the undelivered portion of this Agreement if Seller breaches any of the terms hereof, including warranties of Seller. Such right of cancellation is in addition to and not in lieu of any other remedies which Buyer may have at law or in equity. 21. TERMINATION 21.1 Written Notice. The purchase of goods under this Agreement may be terminated by Buyer, in whole or in part, with or without cause, at any time, upon the delivery to Seller of a written "Notice of Termination" specifying the extent to which the goods to be purchased under the Agreement is terminated and the date upon which such termination becomes effective. Such right of termination is in addition to and not in lieu of any other termination rights of Buyer as set forth herein. 21.2 Non-Appropriation of Funds. In the event no funds or insufficient funds are appropriated by City Council in any fiscal period for any payments due hereunder, Buyer will notify Seller 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 Buyer of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 0 21.3 Duties and Obli�ations of the Parties. Upon termination of this Agreement for any reason, Seller shall only be compensated for items requested by the Buyer and delivered prior to the effective date of termination, and Buyer shall not be liable for any other costs, including any claims for lost profits or incidental damages. Seller shall provide Buyer with copies of all completed or partially completed documents prepared under this Agreement. In the event Seller has received access to Buyer information or data, Seller shall return all Buyer provided information or data to Buyer in a machine-readable format or other format deemed acceptable to Buyer. 22. ASSIGNMENT / DELEGATION No interest, obligation, or right of Seller, including the right to receive payment, under this contract shall be assigned or delegated to another entity without the express written consent of Buyer. Any attempted assignment or delegation by Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. Prior to Buyer giving its consent, Seller agrees that Seller shall provide, at no additional cost to Buyer, all documents, as determined by Buyer, that are reasonably necessary to verify Seller's legal status and Seller's transfer of rights, interests, or obligations to another entity. The documents that may be requested include, but are not limited to, Articles of Incorporation and related amendments, Certificate of Merger, IRS Form W-9 to verify tax identification number, etc. Buyer reserves the right to withhold all payments to any entity other than Seller if Seller is not in compliance with this provision. If Seller fails to provide necessary information in accordance with this section, Buyer shall not be liable for any penalties, fees, or interest resulting therefrom. 23. WAIVER No claim or right arising out of a breach of this contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration, is in writing, and is signed by the aggrieved party. 24. MODIFICATIONS This contract can be modified or rescinded only by a written agreement signed by both parties. 25. THE AGREEMENT In the absence of an otherwise negotiated contract, or unless stated otherwise, the Agreement between Buyer and Seller shall consist of these Standard Terms and Conditions together with any attachments and exhibits. This Agreement is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties or usage of trade shall be relevant to supplement or explain any term used in this Agreement. Acceptance of or acquiescence in a course of performance under this Agreement shall not be relevant to determine the meaning of this Agreement even though 0 the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code (UCC) is used but not defined within this Agreement, the definition contained in the UCC shall controL In the event of a conflict between the contract documents, the order of precedence shall be as stated in the second paragraph on the first page of this Agreement. 26. APPLICABLE LAW / VENUE This agreement shall be governed by the Uniform Commercial Code wherever the term "Uniform Commercial Code" or "UCC" is used. It shall be construed as meaning the Uniform Commercial Code as adopted and amended in the State of Texas. Both parties agree that venue for any litigation arising from this contract shall be in Fort Worth, Tarrant County, Texas. This contract shall be governed, construed, and enforced under the laws of the State of Texas. 27. INDEPENDENT CONTRACTOR(S) Seller shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of Buyer. Seller shall have exclusive control of, and the exclusive right to control the details of, its operations hereunder and all persons performing same and shall be solely responsible for the acts and omissions of its officers, agents, employees, vendors, and subcontractors. The doctrine of respondeat superior shall not apply as between Buyer and Seller, its officers, agents, employees, vendors, and subcontractors. Nothing herein shall be construed as creating a partnership or joint enterprise between Buyer and Seller, its officers, agents, employees, vendors, and subcontractors. 28. LIABILITY AND INDEMNIFICATION 28.1 LIABILITY— SELLER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE, AND PERSONAL INJUR Y, INCL UDING DEA TH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAtISED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE, OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. 28.2 GENERAL INDEMNIFICATION — SELLER HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND BUYER, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO SELLER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS, ARISING O UT OF OR IN CONNECTION WITH THIS A GREEMENT, TO THE EXTENT CA USED B Y THE NEGLIGENT A CTS OR OMISSIONS, 10 MALFEASANCE, OR INTENTIONAL MISCONDUCT OF SELLER, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. 28.3 INTELLECTUAL PROPERTYINDEMNIFICATION- SELLER AGREES TO DEFEND, SETTLE, OR PAY, AT ITS OWN COST AND EXPENSE, ANY CLAIM OR A CTION A GAINST B UYER FOR INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR SIMILAR PROPERTY RIGHT ARISING FROM BUYER'S USE OF THE DELIVERABLES INACCORDANCE WITH THIS AGREEMENT, IT BEING UNDERSTOOD THA T THIS A GREEMENT TO DEFEND, SETTLE, OR PA Y SHALL NOT APPL Y IF B UYER MODIFIES OR MISUSES THE DELIVERABLES. SO LONG AS SELLER BEARS THE COST AND EXPENSE OF PAYMENT FOR CLAIMS OR ACTIONS AGAINST BtIYER PURSUANT TO THIS SECTION, SELLER SHALL HA VE THE RIGHT TO COND UCT THE DEFENSE OF ANY S UCH CLAIM OR A CTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, BUYER SHALL HAVE THE RIGHT TO FULLY PARTICIPATE IN ANY AND ALL SUCH SETTLEMENT, NEGOTIATIONS, OR LA WStIIT AS NECESSAR Y TO PROTECT BUYER'S INTEREST, AND BUYER AGREES TO COOPERATE WITH SELLER IN DOING SO. IN THE EVENT BUYER, FOR WHATEVER REASON, ASSUMES THE RESPONSIBILITY FOR PAYMENT OF COSTS AND EXPENSES FOR ANY CLAIM OR ACTION BROUGHT AGAINST BUYER FOR INFRINGEMENT ARISING UNDER THIS AGREEMENT, B tIYER SHALL HA VE THE SOLE RIGHT TO COND UCT THE DEFENSE OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR ITS SETTLEMENT OR COMPROMISE AND TO SETTLE OR COMPROMISE ANY SUCH CLAIM; HOWEVER, SELLER SHALL FULLY PARTICIPATE AND COOPERATE WITH BUYER IN DEFENSE OF SUCH CLAIM OR ACTION. BUYER AGREES TO GIVE SELLER TIMELY WRITTENNOTICE OF ANY SUCH CLAIM OR ACTION ALONG WITH COPIES OF ALL PAPERS BUYER MAY RECEIVE RELATING THERETO. NOTWITHSTANDING THE FOREGOING, BUYER'S ASSUMPTION OF PAYMENT OF COSTS OR EXPENSES SHALL NOT ELIMINATE SELLER'S DUTY TO INDEMNIFY BUYER UNDER THIS AGREEMENT. IF THE DELIVERABLES OR ANY PART THEREOF IS HELD TO INFRINGE AND THE USE THEREOF IS ENJOINED OR RESTRAINED, OR IF AS A RESULT OF A SETTLEMENT OR COMPROMISE SUCH USE IS MA TERIALL Y AD VERSEL Y RESTRICTED, SELLER SHALL, A T ITS O WN EXPENSE: (A) PROCURE FOR BUYER THE RIGHT TO CONTINUE TO USE THE DELIVERABLES; OR (B) MODIFY THE DELIBERABLES TO MAKE THEM NON-INFRINGING, PROVIDED THAT SUCH MODIFICATION DOES NOT MATERIALLY ADVERSELY AFFECT B UYER'S A UTHORIZED USE OF THE DELI VERABLES; OR (C) REPLA CE THE DELIVERABLES WITHEQUALLY SUITABLE, COMPATIBLE, AND FUNCTIONALLY EQUIVALENT NON-INFRINGING DELIVERABLES AT 11 NO ADDITIONAL CHARGE TO BUYER; OR (D) IF NONE OF THE FOREGOING AL TERNA TI VES ARE REASONABL Y A VAILABLE TO SELLER, TERMINA TE THIS A GREEMENT AND REFUND ALL AMO tINTS PAID TO SELLER B Y B UYER, S UBSEQ UENT TO WHICH TERMINA TION B UYER MAY SEEK ANYAND ALL REMEDIES A VAILABLE TO BUYER AT LAW OR INEQUITY. 29. 30. 31. 32. SEVERABILITY In case any one or more of the provisions contained in this agreement shall for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, which agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. FISCAL FUNDING LIMITATION In the event no funds or insufficient funds are appropriated and budgeted in any fiscal period for payments due under this contract, then Buyer will immediately notify Seller of such occurrence and this contract shall be terminated on the last day of the fiscal period for which funds have been appropriated without penalty or expense to Buyer of any kind whatsoever, except to the portions of annual payments herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. NOTICES TO PARTIES 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 or (2) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO BUYER: City of Fort Worth Attn: Purchasing Manager 100 Fort Worth Trail Fort Worth, TX 76102 Facsimile: (817) 392-8654 TO SELLER: Qiagen, LLC Attn: Bryan David, Sr. Manager 19300 Germantown Rd Germantown, MD 20874 Phone: 412-484-8197 With copy to Fort Worth City Attorney's Office at same address NON-DISCRIMINATION With a copy to Bryan.davis@qiagen.com Seller, for itself, its personal representatives, assigns, subvendors, and successors in 12 interest, as part of the consideration herein given, agrees that in the performance of Seller'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 SELLER, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBVENDORS OR SUCCESSORS IN INTEREST, SELLER AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND BUYER AND HOLD BUYER HARMLESS FROM SUCH CLAIM. 33. IMMIGRATION NATIONALITY ACT Seller shall verify the identity and employment eligibility of its employees who perform work under this Agreement and complete the Employment Eligibility Verification Form (I-9). Upon request by Buyer, Seller shall provide Buyer with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Seller shall adhere to all federal and state laws and establish appropriate procedures and controls so that no services will be performed by any Seller employee who is not legally eligible to perform such services. SELLER SHALL INDEMNIFY BUYER AND HOLD BUYER HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY SELLER, SELLER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Buyer, upon written notice to Seller, shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 34. HEALTH, SAFETY, AND ENVIRONMENTAL REOUIREMENTS Services, products, materials, and supplies provided by the Seller must meet or exceed all applicable health, safety, and the environmental laws, requirements, and standards. In addition, Seller agrees to obtain and pay, at its own expense, for all licenses, permits, certificates, and inspections necessary to provide the products or to perform the services hereunder. Seller shall indemnify Buyer from any penalties or liabilities due to violations of this provision. Buyer shall have the right to immediately terminate this Agreement for violations of this provision by Seller. 35. RIGHT TO AUDIT Seller agrees that Buyer 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 Seller involving transactions relating to this Agreement at no additional cost to Buyer. Seller agrees that Buyer shall have access during normal working hours to all necessary Seller facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Buyer shall give Seller reasonable advance notice of intended audits. The Buyer's right to audit, as described herein, shall survive the termination and/or expiration of this Agreement. 13 36. DISABILITY In accordance with the provisions of the Americans with Disabilities Act of 1990 (ADA), Seller warrants that it and all of its subcontractors will not unlawfully discriminate on the basis of disability in the provision of services to general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Seller or any of its subcontractors. Seller warrants it will fully comply with ADA's provisions and any other applicable federal, state and local laws concerning disability and will defend, indemnify and hold Buyer harmless against any claims or allegations asserted by third parties or subcontractors against Buyer arising out of Seller's and/or its subcontractor's alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this agreement. 37. DISPUTE RESOLUTION If either Buyer or Seller has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered, or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, whether through email, mail, phone conference, in-person meetings, or other reasonable means, to resolve any claim, dispute, breach, or other matter in question that may arise out of or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non- binding mediation upon written consent of authorized representatives of both parties. If the parties do not agree to mediation, or if the parties submit the dispute to non-binding mediation but cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. 38. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the Buyer 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. To the extent the Chapter 2271 of the Government Code is applicable to this Agreement, by signing this Agreement, Seller certifies that Seller's signature provides written verification to the Buyer that Seller: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 39. PROHIBITION ON BOYCOTTING ENERGY COMPANIES 14 If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the Buyer is prohibited from entering into a contract far goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies, and (2) will not boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Seller certifies that Seller's signature provides written verification to the Buyer that Seller: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 40. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES If Seller has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. Seller acknowledges that in accordance with Chapter 2274 of the Texas Government Code, the Buyer is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Seller certifies that Seller's signature provides written verification to the Buyer that Seller: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 41. INSURANCE REOUIREMENTS 41.1 Covera�e 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 15 Coverage shall be on any vehicle used by Seller or its employees, agents, or representatives in the course of providing services under this Agreement. "Any vehicle" shall include any vehicle owned, hired, and non-owned. (c) Workers' 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 through 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. An annual certificate of insurance shall be submitted to Buyer to evidence coverage. 41.2 General Requirements (a) The commercial general liability and automobile liability policies shall name Buyer as an additional insured thereon, as its interests may appear. The term `Buyer" shall include its employees, officers, officials, agents, and volunteers with respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of Buyer. (c) A minimum of thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to Buyer. At least 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 16 Worth, 100 Fort Worth Trail, 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 iinancial 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 Buyer to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f� Certificates of Insurance evidencing that Seller has obtained all required insurance shall be delivered to the Buyer prior to Seller proceeding with any work pursuant to this Agreement. 17 Exhibit B CONFLICT OF INTEREST QUESTIONNAIRE Pursuant to Chapter 176 of the Texas Local Government Code, any person or agent of a person who contracts or seeks to contract for the sale or purchase of property, goods, or services with a local governmental entity (e.g. The City of Fort Worth) must disclose in the Questionnaire Form CIQ ("Questionnaire") any affiliation ar business relationship that might pose a conflict of interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort Worth City Secretary no later than seven days after the date the person begins contract discussions or negotiations with the Buyer or submits an application or response to a request for proposals or bids, correspondence, or another writing related to a potential agreement with the Buyer. Updated Questionnaires must be filed in conformance with Chapter 176. A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also available at https://www.ethics.state.tx.us/data/forms/conflict/CIQ.pdf. If you have any questions about compliance, please consult your own legal counsel. Compliance is the individual responsibility of each person or agent of a person who is subject to the filing requirement. An offense under Chapter 176 is a Class C misdemeanor. NOTE: If you are not aware of any Conflict of Interest, provide Seller name in box # 1 and use "N/A" in each of the other areas on the form. However, a signature is required in box #4 in all cases. 18 C�N�rILICT �F I�ITERE�1� QIUiESTILIMIPJA►IFCE FORM �II� Far vemdor ds�'ung business wikh �ocal ga+r�ertnmentsl �entity Th�Is quemllonnm�ire renrcls chan�grs metle M ehe Ilaw Dy H�9�_ 23, 841h� Leg., Regwler 9.ess�lom ���w�E.�[y1+ILM Th� questann$re is deing iiled in atseortlar�e �.nfi �apler i�78. Lae21 Go�em�r�enl Code, Dy a xendar wlio � h&s a hw4�ie�s relalr,nship as aelinetl Gy Seclion 178.44Yf1-si wilh a lacsl governmenlsl ent�y ardi Ihe �'�c F�e-�r,cd vendor meete �requea�ems untler Sechan 176.D081,g1. 6y Isx� ihas queslimnsire rm�l h� iiledl wilh the records �drminislrslar ol' Ihe lar�l gavernmenlsl eirlfly nal Isler Ihan the Tlh twsiness Gsy stler 11� tlste 11re verrtlor beco�r�es aware of 1aelg t�st require 1he slsiement 1a tfe IilerJl Se�e Sectr,n 178.4061�•11, Lncril Governrme�t �cde. A �entlor cnmmi� sri aTlertse i1 Ih8 tiMC6P ki50�a�rlylp� wi�7457e"s �ACli:'i " 7�..OG. Lu_d 5.:�4w�i•9�Y'w_i1� G�.de. .�,i1 BTI�Yt4P u11ACf 11t4 S�CtdSrl i8 8 ini5tl�R'�8��74i. J Weme oirendar whv hae s business relatinnship with I�I gavemmental entiry. QIAGEN LLC J n Checktt�is box ilf yow are �iling sn u,pdeteto a pnewiawely tiled questiannaire. �:The lar� raauiras :hai j�u =ile ar �pdaied LJ �mpleted qu�stiflnn�ire with the a�propri�te ii ling authority nc�1 Ia1Er ih�n the ?:h t�usiness day af:er :he c3P= or ���r c h y+�u 6ecarne avuare that the oryinally iiled questicsnnaire was incomplete �or inaccurat�.;� N/A J Name of local gc�vemment aflFicEr ebout wham ttne infarmati�on ie being dieclaeed. N/A �`Jam= �i C=f:==r J aescri6e each employment ar aatMer 6ueines9 re�lstianship with the! laca6 g�overnment 4ffic�r, ar a femily mem6er 4f tFr� oflicer, se deecri6cd 6y 5scti�on 176.4MD3{aj��2}(ll4p. Als.n deecribe srry �smily reletianeMip wiftn thc Incel gavemment �afficEr. Cnmplete su6perls A and B fc�r each empl�oyment vr bu sinesa relativnship de�ecribed. AttacM edditivnel pagee 4o tMie Fnrm CIO as n�ecessar�y. N/A A. lu the Eacal go�rernmeri �Hicer or a ramihy rn�mber �i ih� c�i[icer recei•��irg er likehy iG re�_eia�� [a:caGle irr�me, other then investmem �income, iram the uend€ar? �I Yes � No B. Is Che vendoe recen�ing ar likely to recen�e raxable income, other than inu�stment incama. From or at the direclion of th►� Iacal gov�rnment o�iaer or a family merm6er aF 1hKa off"�r.ANa the taxa6le incame is nod receiwed trom the lo�al gc+�ernmental ertity�7 � Yes � IW❑ � de�s�cribe eacM emplayment ar bu si nese reletiortshi p Rl�ah the! wendar named in Seclion 1 maintaine with a corpcaration 4r other businces entity witM re�epe�t to wf�icM the liocal 4awernment officer servee as an oflicer nr direct�or, ar holde en mwnership inUereet nf ane percent ar mor�. N/A J � �heck this hax if the vendar has given the ikrcal governmern vfficer or a family member of the o=f =e r�_ ne �r m�_ re g�ts as des�ritrE+-J in 5�_lian 1'6.+JQ�1�1?�;i;�;�. excluding� qifis descri�ed ir 8er_tior 1?fi.Q�3fa-?;i. N�A J John Pickert �i ���� 3/4/26 N'srir :rl �a4i�s1.�•s� �i�"eWre C3I6 F[a��Yi Nr�Nitle�Y L1y T�xaS EIhiC4 C+]�11•118�iui1 �n��v5��.e7'i ��5."s[Ste.tX.uB Re��;S�e�tl �'14,i2�q 19 Exhibit C SELLER CONTACT INFORMATION Seller's Name: QIAGEN LLC Seller's Local Address: 19300 Germantown Road Germantown, MD 20874 Phone: (661) 702-3000 Fax: (800) 718-2056 Email: customercare-us@qiagen.com Name of persons to contact when placing an order or invoice questions: Name/Title Customer Care Phone: 800-426-8157 Email: customercare-us@qiagen.com Name/Title Accounts Receivable Phone: 800-426-8157 Option 4 Email: accountsreceivable.us@qiagen.com Name/Title Phone: Email: � P��-- Signature John Pickert Printed Name Fax: 800-718-2056 Fax: Fax: 3/4/26 Date 20 Exhibit D 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: John Pickert Position: Director, HID Sales, North America � P��- Signature 2. Name: Position: Signature Signature of President/CEO/Managing Partner Title: Director, HID Sales, North America Date 21 Exhibit E SELLER'S SOLE SOURCE JUSTIFICATION LETTER c�IAGEN �= mbH Q IAG EN Str. 1 40724 Hilden, Germany www.qiagen.com Sole Source Confirmation EZ2 Connect / EZ2 Connect Fx oIAGEN hereby declares that Cat. no. 9003210 E72 Connect Cat. no_ 9003220 EZ2 Connect Fx are exclusively manufactured and sold by QIAGEN. Hilden January 18, 2025 �, � � Paul O�tlifig Senior Director, Global Category Leader Automated Systems ����� QU4�GEN 22 Exhibit F SELLER'S QUOTE QIA�GEN Kelly Odom Fort Worth Police Departrnent 3616 E. Lancaster Ave. Fort Worth. TX 76103 Phcne:+1g1�3924549 Email: keNy.odom(,a�tortworthtexas.qov Dec 03 2025 QIAGEN LLC 19300 Germantown Road Germantawn, MD 208741415 USA Phone: 800�26-8157 Fax: 800-71 &2056 Email: customercare-us�qiagen.com Bryan Davis bryan.davis�lqiagen.com Ouote Number Customer Number Dear KNIy Odom, 25�2A3US02009�8760 319749 Thank you for y�our interest in our products. Please find below the details of your quotaUon. Free shipping and handling will be applied to this order I S �.o Gluantity Cafalog # Produd I 1 1 9003220 EZ2 Con�ect Fx I 2 1 9245572 E72 Connect, Installatia� & Training Unit Price USD I Total Price USD 78.790.15 78.790.15 4.316.00 4,316-OOI Ovote Total Price [USDJ 83.106.15 To ensure that correct prices are invoKed please always use the quote number stated above when placmg your order. Did yvu know that you can directly appy this quote to online orders? Simply Click Here This ofrer is expressly made conditional on cusiomer's acceptance of QIAGEN's tertrts and conditions for sale and�or service, as applicable, tound at Terms and Conditions Iqiagen.cam) (the'QIAGEN Tertns'1. Customer s submissian af a purchase order or similar documentation in response tn this quotation is considered acceptance by the customer of the OIAGEN Terms regardless o� any addi6onal or drfferent terms or conditions which may be contained within customer's purchase order, form tertns and conditions (induding on customer's websde), a similar documentation ("Cusbomer Terms"), all of which are hereby e�cpressly re�ected by OIAGEN unless expressly accepted by QIAGEN in wnting. In the event of a conflid between the QIAGEN Tertns and any tertns expressly set torth on the face of this offer, the tertns set forth on the face of this o8er shall prevaiL In the event that the parties have duly executed a master purchase or service agreement covenng the products andior services set torth in this ofFer. the tertns and conditions of such signed agreement shall prevail over the OIAGEN Terms and Customer Terms. Page 1 of 3 �UGEN _LC "S'sYJ Gerrwvnwn!ioad � Ga+rsn�.. wD 2.: _'-.': _.,= Crler. � 3C0-i=ag15' °u r,lJ-?'?-:Cci. ww«.: a3r ccr� 23 ��A�EN Tertns of �elivery and payment: O'f{ervalidity: SJalid From: d1�d1;'�0�26 Valid Ta: 42r'31i2d26 Price: I�rices do not i ncl ude Tax I� you are a tax- exerrp: env.y, please provide OIAGEP,: xwi:h a copy of yvur Tax-�xempt documen7ation Go avoid iaxes heing added :a yrour invaice. Ple.�sa send yourTax-Exempt doeurrenta?ion ta custameecare-us�ti:qiagan.com. Shipping Terms' Shipping Point, i=re-e Paymerrt: 34 days net Unless �erwise specfied in writing by �lr4GEN, 9he prices are exclusiue ofcus`oms duzies and impart tyriffs. The Cuscamar shal I p3y al I such du�ies and import t3riffs in additiorr and in the manner and at the rate prescribed by the relevanr, autharity ar reimburse QIAGEN far all duties and import ta�s arising ou't af their agreement, ar the tr.ynsaclions �antercrplaFed by their agre-ement. Far jurisdictians where import taril�s are impose�i by statute, regulatian, or law upon O Lr,GE�l, whether 3 statutary provis ian far recauery drom -he Cus-omer is imp�osed, the Customer shall reir�burse QIAG'�FJ in ful I foe such impurt t3rifFs allocated ta the prcducts purchased. Such €ees shall be added so the invoice and are p;�ya61e by the Custamer. This affer was crea:ed electronically and is ualid urithauk a signatue�. 'age 2 of 3 24 ����� �IA�EN STATEh1EiFdT J�+� Gt]M?�I,��aCE WIT-I ='kFORT F2,=GULA7IC]IWS 1_[]IkG'=PJ is requ ired by applicable sancti�ns laws to contraclually prohibit the re�xpart of goads :o �ha i�ussian Fedaration and Belarus. Therefore, any dalivery of QIA.�GEM products is cuntingent on �he cus6arrtkers carcrmitrrarrt ta camply with s3id restrictians. 2. By placing an vrderfor+�lA�GEh! products, yuu hereGy agree nvtto sell, expvrt ar re�xpart, directly ar indirectly, any 4JirliGEh# products ta the Russian �edera�:ion or �elarus or for use in the Ftussian =ederation r�e 3elarua. 3_ Arry violation of ahe obligaKians sta:ed above shall constitute a material breach a� an essential element yc�ur purchase agreemen: wi?h �iAGEPJ, and �Ir1GE�! shall be erititled to seak appropri�:e reme-dies including, but not lirmited tc� an imm�diate tartnination of �:he contrdt-lual relatiunship an� discontinuatian offurther delivaries. IPage 3 of 3 -� -= --- ... _- - ._ .__ .. . ._ ---- ' - -- - --. _.. _. . _ -_ _.. -�-- - -- 25 M&C Review A CITY COUNCIL AGEND Create New From This M&C DATE: 2/24/2026 REFERENCE **M&C 26- NO.: 0130 LOG NAME: CODE: C TYPE: CONSENT PUBLIC HEARING: Page 1 of 2 Official site of the City of Fort Worth, Texas FflRT��'ORTH _�_ 35QIAGEN LLC EZ2 CONNECT FX CRIME LAB SOLE SOURCE PURCHASE NO SUBJECT: (ALL) Authorize Execution of a Sole Source Agreement with Qiagen LLC in the Amount of $83,106.15 for a Qiagen EZ2 Connect Fx Instrument for Deoxyribonucleic Acid (DNA) Extraction for a Total Annual Authorization in the Amount Up to $183,106.15 for the Police Department RECOMMENDATION: It is recommended that City Council authorize execution of a sole source agreement with Qiagen LLC in the amount of $83,106.15 for a Qiagen EZ2 Connect Fx Instrument for Deoxyribonucleic Acid Extraction for a total annual authorization in the amount up to $183,106.15 for the Police Department. I �] E.'��i��'�.'i [�] � A The purpose of this Mayor and Council Communication (M&C) is to request authorization for the Police Department Forensics Analysis Laboratory (Crime Lab) to execute a sole source purchase agreement with Qiagen LLC for a Qiagen EZ2 Connect Fx robotic Deoxyribonucleic Acid (DNA) extraction instrument in the amount of $83,106.15 to replace an existing Life Technologies Automate Express Robotic DNA extraction instrument. The Crime Lab currently uses Qiagen EZ1 instruments for robotic DNA extraction. The Qiagen EZ1 instruments are the predecessors to the Qiagen EZ2 Connect Fx. The Crime Lab also uses a Life Technologies AutoMate Express Robotic DNA extraction instrument that was purchased in 2011. All Crime Lab instruments must be validated for any casework performed to comply with forensic standards. Validation requires significant time and effort from multiple forensic analysts and takes time away from casework. The Qiagen EZ1 instruments are fully validated for both differential and non-differential DNA extractions. The Life Technologies AutoMate Express is only validated for non- differential DNA extractions. Maintaining two separate platforms for Qiagen EZ1 and for Life Technologies AutoMate Express does not provide additional capability, but does increase costs due to separate consumables, service contracts, training requirements, and ongoing validation. Replacing the Life Technologies AutoMate Express with the Qiagen EZ2 Connect Fx will allow the Crime Lab to remain in the Qiagen platform, build upon existing validated Qiagen EZ1 workflows, and avoid duplicating validation work. Qiagen LLC is the demonstrated sole source manufacturer of the Qiagen EZ2 Connect Fx robotic DNA extraction instrument. City Secretary Contract (CSC) No. 59569 with Qiagen LLC was executed June 6, 2023, for maintenance and repair of Crime Lab Qiagen AlAcubes, EZ1s, and QlAgility in the amount up to $50,000.00 annually. CSC No. 60286 was executed October 16, 2023, for Qiagen consumable supplies used with Crime Lab Qiagen instruments in an amount up to $50,000.00 annually. This M&C requests total annual authorization with Qiagen LLC in an amount up to $183,106.15 to include CSC 59569 for maintenance and repair services and CSC 60286 for Qiagen consumable supplies. http://apps.cfwnet.org/council�acket/mc review.asp?ID=34173&councildate=2/24/2026 2/25/2026 M&C Review Page 2 of 2 Funding is budgeted within the CCPD Capital Projects Fund for the purpose of funding the FY26 PD Forensic Equipment Replacement project for the Police Department. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and expire one year from that date. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the CCPD Capital Projects Fund for the FY26 PD Forensic Equipment Rep project to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the Police Department has the responsibility to validate the availability of funds. TO �Fund Department Account Project Program Activity Budget Reference # � ID I ID I I I Year I(Chartfield 2) FROM Fund Department � Account � Project Program Activity Budget I Reference # ID ID Year (Chartfield 2) Submitted for Citv Manaqer's Office bv: William Johnson (5806) Oripinatinq Department Head: Additional Information Contact: ATTACHMENTS Eddie Garcia (4212) David Carabajal (4231) 35QIAGEN LLC EZ2 CONNECT FX CRIME LAB SOLE SOURCE PURCHASE FundsAvail.docx (CFW Internal) Approved Chapter 252 Qiaqen EZ2.pdf (Pub�ic) FID Table Qiaaen EZ2.xlsx (CFW Internal) Form 1295 2026-1409279 Qiaaen.pdf (CFW Internal) Amount Amount http://apps.cfwnet.org/council�acket/mc review.asp?ID=34173&councildate=2/24/2026 2/25/2026 CERTIFICATE OF INTERESTED PARTIES Complete Nos. 1- 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. 1 Name of business entity filing form, and the ciry, state and country of the business entity's place of business. QIAGEN LLC Germantown, MD United States 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Fort Worth Police Department FORM 129'rJ 1of1 OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number: 2026-1409279 Date Filed: 01/16/2026 Date Acknowledged: g Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. Contract ID number - None Purchase of Forensic DNA Extraction Robot Nature of interest 4 Name of Interested Party City, State, Country (place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. ❑ X 6 UNSWORN DECLARATION My name is JOhll PICk21� , and my date of birth is My address is 19300 Germantown Rd Germantown MD 20874 USA (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. EXe�uted �n Montgomery County, State of MD , on the 16 day of �anUary 20 26 (month) (year) �a/uv ��c,�ai t % Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V4.1.0.22701b2a Form 1295 Certificate 101479054 Final Audit Report 2026-01-16 Created: 2026-01-16 By: Status: Transaction ID: Sales Contracts (salescontracts@qiagen.com) Signed CBJCH BCAABAAxCKfsydGk6csNdd RZoKm8F9P5sJB-DEk "Form 1295 Certificate 101479054" History Document created by Sales Contracts (salescontracts@qiagen.com) 2026-01-16 - 2:21:09 PM GMT Document emailed to John Pickert Qohn.pickert@qiagen.com) for signature 2026-01-16 - 2:21:15 PM GMT Email viewed by John Pickert Qohn.pickert@qiagen.com) 2026-01-16 - 3:08:02 PM GMT �= �;, Document e-signed by John Pickert (john.pickert@qiagen.com) Signature Date: 2026-01-16 - 3:11:09 PM GMT - Time Source: server �"� Agreement completed. 2026-01-16 - 3:11:09 PM GMT � Adobe Acrvba# Sign FORT ��RTH� City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: QIAGEN, LLC Subject of the Agreement: Ez2 connect, Installation & Training M&C Approved by the Council? * Yes 8 No ❑ If �so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If �so, provide the original contract number and the amendment number. Is the Contract "PermanenY'? *Yes ❑ No 8 If �unsure, see back page for pernianent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. EffeCtive Date: ACM Signature EXplratlOri Date: One year from ACM Signature If different from the appv�oval date. If applicable. Is a 1295 Form required? * Yes 8 No 8 *If �so, please ensure it is attached to the approving M&C or attached to the contract. Proj ect Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processin� in the followin� order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.