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Home My WebLink AboutP-24-470 Bio-Rad Laboratories.pdf P-24-470 CONFIDENTIAL July 24,2024 PURCHASE AGREEMENT GEENIUS SYSTEM CUSTOMER: Fresno County Health Department SUPPLIER: Bio-Rad Laboratories, Inc. 4525 East Hamilton Avenue 1000 Alfred Nobel Drive Fresno,CA 93702 Hercules,CA 94547 Sold to: 1001278 Ship to:2002081 This GEENIUS SYSTEM Purchase Agreement(this"Agreement")is by and between Customer and Supplier and made effective as of Customer's"go-live"date as defined in section 7(the"Effective Date"). This Agreement sets forth the terms and conditions that apply to all sales of Equipment, Reagents and Consumables(as defined below, both referred to herein also as"Goods"). 1. EQUIPMENT PURCHASE Customer shall purchase the item(s)of equipment(all of the items collectively referred to as the"Equipment")as listed on the attached Exhibit A,Section 1. 2. PAYMENT TERMS Payment terms are net forty-five(45)days from date of invoice.Customer may make payments by ACH,wire or check. Payment by credit card is not accepted under this agreement. 3. CARE AND SERVICING OF THE EQUIPMENT 3.1. At no additional cost to Customer,Supplier will provide telephone assistance 24 hours per day 365 days per year. 3.2. As part of this Agreement, Supplier or Supplier appointed personnel will provide depot(returned to Supplier) service,as needed,to keep the Equipment in good working order for the first year only. Depot service will be provided,at no cost to customer,Monday through Friday,8:00 a.m.to 6:00 p.m.(local time),excluding national holidays. 3.3. Supplier will not be required to pay the cost of any damage to the Equipment caused by Customer's negligence, abuse,or alteration of the Equipment,or by any service performed by unauthorized personnel or by use of any non- Supplier approved Reagents or Consumables. 3.4. Customer agrees that only Supplier appointed personnel are to service the Equipment. 3.5. Customer agrees to utilize only Supplier approved Reagents and Consumables on the Equipment. 3.6. After the first year,Customer may purchase a Service Agreement at the prevailing published rate. 3.7. Supplier shall not be responsible for the moving(de-installation and re-installation)of equipment from one location to another,additional operator training,and/or any other extra services not specified in this Agreement. 4. LABEL Customer shall not remove any labels,symbols or serial numbers that are or may be affixed to the Goods except as instructed by Supplier in writing. 5. TAXES Customer shall pay all taxes,federal,state,and local,which may be imposed upon the use, possession,or ownership of the Equipment. If Customer is tax exempt,tax-exempt status must be substantiated by a copy of Customer's tax-exempt certificate. Agreement No.: RR230529-CPQ22(Rev 4) Page 2 of 7 P-24-470 CONFIDENTIAL 6. FORCE MAJEURE Supplier shall not be liable for any failure to perform under this Agreement due to strikes(legal or illegal), lockouts,fires, floods or water damage,riots,governmental acts or orders, interruption of transportation, inability to obtain materials upon reasonable prices or terms,or any other causes beyond its control. 7. TERM 7.1. This Agreement will be effective on Customer's"go-live"date(not to exceed 60-days from installation of Equipment) and will continue in effect for a period of sixty(60)months(the"Term")unless sooner terminated by either party as provided herein. This Agreement may be terminated,as of any time no less than fifty-eight(58)months following the effective date hereof,by either party,hereto by serving a 60-day written notice of termination upon the other party at the address listed in paragraph 8 below. In addition,Supplier may immediately terminate this Agreement in the event(a)Customer fails to make payment when due,(b)materially breaches this Agreement(other than non- payment)and fails to cure such breach within forty-five(45)days of notice by Supplier of such breach,or(c) Customer makes an assignment for the benefit of creditors or proceedings are commenced by or for Customer under any bankruptcy,insolvency,or debtor's relief law. 7.2. Should Customer terminate this Agreement prior to the expiration of the Agreement term,Customer is required to pay all expenses incurred in connection with the enforcement of any remedies, including all expenses of lost revenue of reagent contract and reasonable attorney fees. 8. NOTICES To Supplier: Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, CA 94547 Attention: Contract Administration To Customer: Fresno County Health Department 4525 East Hamilton Avenue Fresno,CA 93702 Attention: Godfred Masinde 9. LIMITED WARRANTY 9.1. Supplier warrants and represents that the Equipment will perform in accordance with Supplier's standard warranty. The warranty period begins on Customer's Acceptance date and remains in effect for one year. 9.2. Warranty Exclusions. The warranties provided herein do not include: a. Damages caused by normal wear and tear,improper use or handling,or neglect. b. Damages caused by accident and disaster which will include, but not be limited to,fire,flood,water,wind, and electrical surge. C. Goods which have been repaired,altered or modified in any way or parts which have been replaced by Customer or any other person or persons(other than those employed by Supplier)without the prior written consent of Supplier. d. Any Goods sold as refurbished or used. e. Any Goods designated by Supplier as being in contact with sample or reagent streams or as consumable items(such as lamps or platinum wire)which are subject to normal wear and tear and should be replaced by Buyer in the normal course. f. Any Goods sold through an unauthorized reseller. g. Non Supplier products supplied;these carry the warranty of the supplier or manufacturer and Supplier makes no claims regarding support of those products but will make reasonable attempts to transfer the warranty to Buyer. Agreement No.: RR230529-CPQ22(Rev 4) Page 3 of 7 P-24-470 CONFIDENTIAL 10. NO OTHER WARRANTIES. THE EXPRESS WARRANTIES STATED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES WITH RESPECT TO SUPPLIER'S GOODS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE(WHETHER ARISING FROM STATUTE, OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING, OR USAGE OF TRADE)OR NONINFRINGEMENT. THIS WARRANTY IS NOT TRANSFERABLE FROM THE ORIGINAL PURCHASER TO A SUBSEQUENT OWNER. FURTHER, SUPPLIER IS NOT LIABLE IN CASES OF DELIBERATE, NEGLIGENT OR ACCIDENTAL MISUSE OF THE GOODS, USE WITH INAPPROPRIATE REAGENTS OR CONSUMABLES, DAMAGE CAUSED BY DISASTER, REPAIR OR MODIFICATIONS DONE BY ANYONE OTHER THAN SUPPLIER. SUPPLIER DOES NOT WARRANT THAT THE GOODS OR SERVICES WILL NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY EITHER ALONE OR IN COMBINATION WITH OTHER PRODUCTS OR IN THE OPERATION OF ANY PROCESS. 11. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUPPLIER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING,WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OR INACCURACY OF DATA, LOST REVENUES OR PROFITS OR INJURY TO THIRD PERSONS, WHETHER FORESEEABLE OR NOT, REGARDLESS OF WHETHER SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 12. CONFIDENTIALITY Customer shall not publish,disseminate,or disclose to any third party(i)the terms and conditions of this Agreement, (ii)all financial terms and conditions contained in any quotation from Supplier,or(iii)any information,in written or other tangible form,which has been conspicuously marked by Supplier as"confidential"or"proprietary"or if not so marked,is later summarized and confirmed as confidential in a writing transmitted to Customer within fifteen(15)days after disclosure. The foregoing restriction shall not apply to any information that: (i)is or becomes publicly available without Customer's breach of any obligations owed to Supplier;(ii)is known to Customer prior to Supplier's disclosure of such information to Customer; (iii)becomes known to Customer from a source other than Supplier without a breach of an obligation of confidentiality owed to Supplier. 13. NON-ASSIGNMENT. Customer may not assign its rights under this Agreement,and any purported assignment in violation hereof shall be void without written permission. 14. ENTIRE AGREEMENT This Agreement(including any attachments specifically referred to in this Agreement and any documents incorporated herein by reference)and any invoice issued by Supplier hereunder contain the entire agreement between Supplier and Customer with respect to the subject matter hereof,and supersedes and replaces and all prior or contemporaneous discussions, negotiations,understandings and agreement,written and oral,regarding such subject matter. This Agreement and the terms and conditions of any invoice issued by Supplier hereunder shall entirely supersede any terms or conditions which may be in Customer's purchase or order form or its agent's invoice. Any terms or conditions contained in any such form or invoice of Customer shall be null and void,except for those specific terms concerning quantity,billing directions,and shipping instructions,and any additional terms specifically accepted by Supplier. 15. SEVERABILITY Some states,countries or jurisdictions do not allow the exclusion or limitation of incidental,consequential or special damages,or the exclusion of implied warranties,or other terms hereof,so such terms may not apply. Any decision by a court of competent jurisdiction invalidating or holding unenforceable any part of this Agreement shall not affect the validity and enforceability of any other part of this Agreement. Agreement No.: RR230529-CPQ22(Rev 4) Page 4 of 7 P-24-470 CONFIDENTIAL 16. GOVERNING LAW AND VENUE This Agreement shall be governed by the laws of the United States of America and of the State of California,without regard to conflict of laws. Any party bringing a legal action or proceeding against any other party arising out of or relating to this Agreement or the transactions it contemplates shall bring the legal action or proceeding in either the United States District Court for the Northern District of California or in any court of the State of California sitting in Contra Costa County. Each party to this Agreement consents to the exclusive jurisdiction of(1)the United States District Court for the Northern District of California and its appellate courts,and(2)any court of the State of California sitting in Contra Costa County and its appellate courts,for the purpose of all legal actions and proceedings arising out of or relating to this Agreement or the transactions it contemplates. 17. AMENDMENT;WAIVER This Agreement may be amended or modified only by a written instrument executed by the parties hereto. The waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof. 18. COUNTERPARTS. This Agreement may be executed in counterparts,each of which shall be deemed an original, but both of which together shall be considered one and the same instrument. AGREED TO and ACCEPTED this 9th day of September ,20 24. Bio-Rad Laboratories, Inc. Customer Digitally signed by Roselyn Boston Roselyn DIJ cn=Roselyn Boston,-bio-Rad Laboratories,Inc.,ou=contracts igitally signed by Riley Sopclisor, Rileyy Blackburn e a,i=rosely�boston@bio-rad.com, Date:2024.09.09 B oston C-LISDate zoza.ozzsozz9si-moo B Y Blackburn Y 14:02:09-07'00' Roselyn Boston Customer Service Supervisor/ Purchasing Manager Contract Management Team Title Title Purchase Order Number THIS AGREEMENT IS VALID ONLY IF EXECUTED PRIOR TO SEPTEMBER 30,2024. Agreement No.: RR230529-CPQ22(Rev 4) Page 5 of 7 P-24-470 CONFIDENTIAL EXHIBIT A GEENIUS SYSTEM PRODUCTS AND PRICE SCHEDULE Section 1: EQUIPMENT SCHEDULE Catalog# Description QTY Price 92465 Geenius Reader 1 $1,600.00 12013224 Geenius CPU Cnfg E15 W10 SW V2 APF V2 1 $1,100.00 12005088 Printer(Includes USB Cable) 1 $175.00 12012583 Barcode Scanner 1 $200.00 12014942 Literature Binder for Windows 10 1 No Charge Total $3,075 Section 2: PRICE SCHEDULE 2.1 Pricing is based on the minimum annual volumes listed below. Cost per kit will cover the reagent costs only. Reagents will be billed when shipped with the freight to be paid by the Supplier. 2.2 PRICE CHANGES Supplier agrees to hold firm quoted prices for the first year. After the first year,the price will increase each year thereafter by 2%. Pricing is based on compliance to minimum volumes. Base Year Catalog# Description Minimum Annual Volume Price 72461 Geenius HIV'/z Supplemental Assay—20 Tests 3 $800.00 72339 Geenius HIV'/2 Controls—1 Positive, 1 Negative 1 $50.00 Estimated Total $2,450.00 Option Year 1 Catalog# Description Minimum Annual Volume Price 72461 Geenius HIV'/z Supplemental Assay—20 Tests 3 $816.00 72339 Geenius HIV''/2 Controls—1 Positive, 1 Negative 1 $51.00 Estimated Total $2,499.00 Option Year 2 Catalog# Description Minimum Annual Volume Price 72461 Geenius HIV'h Supplemental Assay—20 Tests 3 $832.32 72339 Geenius HIV''/2 Controls—1 Positive, 1 Negative 1 $52.02 Estimated Total $2,548.98 Option Year 3 Catalo # Description Minimum Annual Volume Price 72461 Geenius HIV'h Supplemental Assay—20 Tests 3 $848.97 72339 Geenius HIV''/2 Controls—1 Positive, 1 Negative 1 $53.06 Estimated Total $2,599.97 Agreement No.:RR230529-CPQ22(Rev 4) Page 6 of 7 P-24-470 CONFIDENTIAL Option Year 4 Catalog# Description Minimum Annual Volume Price 72461 Geenius HIV'/2 Supplemental Assay—20 Tests 3 $865.95 72339 Geenius HIV''/2 Controls—1 Positive, 1 Negative 1 $54.12 Estimated Total $2,651.97 Estimated Grand Total: $15,824.92 2.3. TRANSPORTATION 2.3.1 Transportation charges, including freight and handling fees to(and where applicable,from)the place of business of Customer for the Equipment and Reagents shall be borne by Supplier. 2.3.2 No Goods returns will be accepted without the prior approval of Supplier. All claims must be received within five(5) days following receipt of the Goods. Customer must obtain a return authorization number and return the Goods by the specified courier following the approved temperature guidelines. The Goods must be returned in original condition. Supplier reserves the right to charge a restocking fee for conforming Goods. 2.4 TRAINING 2.4.1 For each new System(as listed in Section 1),Supplier will provide one-time training,at no additional charge,for 2 to 4 of Customer's technologists at Customer's site during normal business hours.Customer agrees to not report results for clinical use until Supplier led training has occurred. Additional training sessions at customer site is available outside the terms of this agreement on an as needed basis to be billed at the prevailing rate which currently is$1,000.00 per 4-hour minimum block during normal business hours. Agreement No.: RR230529-CPQ22(Rev 4) Page 7 of 7