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HomeMy WebLinkAboutP-24-720 Qiagen LLC.pdf CO,U County of Fresno �+ INTERNAL SERVICES DEPARTMENT 10 Facilities• Fleet• Graphics• Purchasing •Security•Technology O� 185�O �R-V,S PROCUREMENT AGREEMENT Agreement Number P-24-720 February 25, 2025 Qiagen LLC 19300 Germantown Road Germantown, MD 20874 The County of Fresno (County) hereby contracts with Qiagen LLC (Contractor)to provide maintenance of the QlAcube HT/QlAxtractor Platform in accordance with the text of this agreement, and Attachment"A", by this reference made a part hereof. TERM: This Agreement shall become effective November 1, 2024 and shall remain in effect through October 31, 2027. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity. The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment"A" attached, at the rates set forth in Attachment"A". ORDERS: Orders will be placed on an as-needed basis by Department of Public Health under this contract. PRICES: Prices shall be firm for the contract period. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of twenty-one thousand one hundred thirty-two dollars ($21,132.00). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles/services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any other legal means available to the County. The prices paid by County shall be considered the prevailing market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. 333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110 *The County of Fresno is an Equal Employment Opportunity Employer* PROCUREMENT AGREEMENT NUMBER: P-24-720 Page 2 Qiagen LLC February 25, 2025 INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30)days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney's fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA)throughout the term of the Agreement: A. Commercial General Liability: Commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. The Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under the Contractor's policy. B. Automobile Liability: Automobile liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include any auto used in connection with this Agreement. C. Professional Liability: Professional liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must be prior to the date on which services began under this Agreement; (2)the Contractor shall maintain the policy and provide to the County annual evidence of insurance for not less than five years after completion of services under this Agreement; and (3) if the policy is canceled or not renewed, and not replaced with another claims-made policy with a retroactive date prior to the date on which services begin under this Agreement, then the Contractor shall P-24-720 Qiagen LLC.docx PROCUREMENT AGREEMENT NUMBER: P-24-720 Page 3 Qiagen LLC February 25, 2025 purchase extended reporting coverage on its claims-made policy for a minimum of five years after completion of services under this Agreement. D. Worker's Compensation: Workers compensation insurance as required by the laws of the State of California with statutory limits. Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty(30) days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty(30) days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Department of Public Health, PO Box 11867, Fresno CA 93775 Attn: Contracts Section —6th Floor, or email at DPHContracts@fresnocountyca.gov, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self- insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance, written notice given to County. Certificates of Insurance are to include the contract number at the top of the first page. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. P-24-720 Qiagen LLC.docx PROCUREMENT AGREEMENT NUMBER: P-24-720 Page 4 Qiagen LLC February 25, 2025 Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement(excluding Attachment"A); and (2)Attachment"A". GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1)a digital signature; (2)a faxed version of an original handwritten signature; or(3) an electronically scanned and transmitted (for example by PDF document)of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act(Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. P-24-720 Qiagen LLC.docx PROCUREMENT AGREEMENT NUMBER: P-24-720 Page 5 Qiagen LLC February 25, 2025 Please refer any inquiries in this matter to Susan Walker, Purchasing Technician, at 559-600-7111 or suwalker@fresnocountyca.gov. FOR THE COUNTY OF FRESNO Digitally signed by Riley Riley Blackburn Blackburn Date:2025.02.27 16:21:59-08'00' Riley Blackburn Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 P-24-720 Qiagen LLC.docx PROCUREMENT AGREEMENT NUMBER: P-24-720 Page 6 Qiagen LLC February 25, 2025 CONTRACTOR TO COMPLETE: Company: QIAGEN LLC Type of Entity: ❑ Individual ❑■ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ❑ Corporation ❑ General Partnership 19300 Germantown Road Germantown MD 20874-1415 Address City State Zip (661 ) 702-3000 (800) 718-2056 servicecontracts-na@giagen.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Christian Wray-Associate Director Jean Chua - INSS Manager Title: Print Name &Title: Christian Wra Digitally signed by Digitally signed by Jean kristine Y Christian Wray-QIAGEN Jean kristine Rodenas Rodenas Chua-QIAGEN - QIAGEN Date:2025.02.27 Chua -QIAGEN Date:2025.02.2803:05:29 Signature: 13:16:20-07'00' Signature: +08,00, ACCOUNTING USE ONLY ORG No.: 56201019 Account No.: 7295 Requisition No.: 5622500725 (7/2024) P-24-720 Qiagen LLC.docx PROCUREMENT AGREEMENT NUMBER P-24-720 ATTACHMENT"A" Qiagen LLC Page 1 of 3 02/25/2025 00000 QIAGEN Jeff Bulawit QIAGEN LLC Fresno County Human Services 19300 Germantown Road Germantown 1221 Fulton Street MD 20874-1415 Building Public Health Lab USA Fresno, California servicecontracts@qiagen.com 93702 Customer Number 92404 Hana Austria hana.austria@giagen.com Quotation for Service Support Agreements-240828US01828187HA Dear Jeff Bulawit, We would like to advise you that the Service Agreement for your instrument(s)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.qiagen.com. We look forward to help you in getting the most from your QIAGEN Instrumentation. Sincerely, Your QIAGEN Team Page 1 of 3 QIAGEN LLC 119300 Germantown Road I Germantown,MD 20874-1415 1 US Orders:800-426-8157 1 Fax:800-718-2056 1 www.giagen.com PROCUREMENT AGREEMENT NUMBER P-24-720 ATTACHMENT"A" Qiagen LLC Page 2 of 3 02/25/2025 00000 0040040 QIAGEN Agreement Number 240828US01828187HA Quote requested by: Jeff Bulawit Fresno County Human Services 1221 Fulton Street Building Public Health Lab Fresno, California 93702 Phone: +15596006392 Fax: jbulawit@fresnocountyca.gov Customer Number 92404 **Purchase order should be sent for the total quote value and to be billed annually** Quote Line Item Catalog Unit Price Total Price Number Quantity # Product [USD] [USD] 08072682 1 9241769 QlAcube HT, Full Agreement 21,132.00 21,132.00 Quote Total[USD]:21,132.00 Included Service Agreement Products: Quote Line Item Number 08072682: QlAcube HT, Full Agreement[Contract duration(in months): 36] Cat No. Payment Unit Price[USD] Total Price[USD] 9241769 Annual 21,132.00 21,132.00 Description: Repair service delivery:onsite Service response time(repair):2 business days Periodic inspection/maintenance: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: 11/01/2024- 10/31/2027 This agreement is valid for the following instrument: QlAcube HT/QlAxtractor, platform,29904 Invoice As listed under"Payment' Terms Net 45 Days upon Invoicing Offer validity Valid From:08/28/2024 Valid To: 02/28/2025 Your Contact Hana Austria Service Inside Sales hana.austria@giagen.com Page 2 of 3 QIAGEN LLC 119300 Germantown Road I Germantown,MD 20874-1415 1 US Orders:800-426-8157 1 Fax:800-718-2056 1 www.giagen.com PROCUREMENT AGREEMENT NUMBER P-24-720 ATTACHMENT"A" Qiagen LLC Page 3 of 3 02/25/2025 00000 QIAGEN Agreement Number 240828US01828187HA We would be pleased to receive your order. If you require any further information, please do not hesitate to contact us. This offer was created electronically and is valid without signature. This offer is expressly made conditional on customer's acceptance of QIAGEN's terms and conditions for sale and/or service,as applicable,found at Terms and Conditions(giaaen.com)(the'QIAGEN Terms"). Customer's submission of a purchase order or similar documentation in response to this quotation is considered acceptance by the customer of the QIAGEN Terms regardless of any additional or different terms or conditions which may be contained within customer's purchase order,form terms and conditions(including on customer's website),or similar documentation('Customer Terms"),all of which are hereby expressly rejected by QIAGEN unless expressly accepted by QIAGEN in writing. In the event of a conflict between the QIAGEN Terms and any terms expressly set forth on the face of this offer,the terms set forth on the face of this offer shall prevail. In the event that the parties have duly executed a master purchase or service agreement covering the products and/or services set forth in this offer,the terms and conditions of such signed agreement shall prevail over the QIAGEN Terms and Customer Terms. Page 3 of 3 QIAGEN LLC 119300 Germantown Road I Germantown,MD 20874-1415 1 US Orders:800-426-8157 1 Fax:800-718-2056 1 www.giagen.com