7501 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Not Applicable
FILE
STRYKER PROCARE
7501
Cori Power
April 6, 2026
April 6, 2021
21-596
Contract # 7501 – Stryker/Medical Division (2-22-2021)
SERVICE CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND STRYKER SALES CORPORATION
(CONTRACT 7501)
THIS SERVICE CONTRACT is made and entered into this date, _______________,
2021, by and between STRYKER SALES, LLC, through its Medical Division, f/k/a STRYKER SALES CORPORATION, a Michigan limited liability company, whose address is 3800 E. Centre Avenue, Portage, MI 49002, hereinafter referred to as “Contractor,” and the CITY OF DENTON,
TEXAS, a home rule municipal corporation, hereinafter referred to as “City,” to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City
Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide services in accordance with the City’s document File 7501- STRYKER PROCARE SERVICES, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the
following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton Standard Terms and Conditions (Exhibit “B”); (c) Insurance Requirements (Exhibit “C”);
(d) Certificate of Interested Parties Electronic Filing (Exhibit “D”); (e) ProCare Pricing and Service Agreement Terms and Conditions (Exhibit “E”); (f) Denton Fire Asset Spreadsheet (Exhibit “F”); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit “G”);
These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach.
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
04/06/2021
Contract # 7501 – Stryker/Medical Division (2-22-2021)
Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist
Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to
Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive
payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach.
The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written.
STRYKER SALES, LLC ,
through its Medical Division
BY:______________________________ AUTHORIZED SIGNATURE
Printed Name: Tom Tackabury Title: Sr. Sales Manager, ProCare 248-860-3540
PHONE NUMBER
tom.tackabury@stryker.com EMAIL ADDRESS
_________________________________ TEXAS ETHICS COMMISSION
CITY OF DENTON, TEXAS
BY: _______________________________ CITY MANAGER
ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________
APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY
BY: _______________________________
Exhibit A
Special Service Contract Terms and Conditions
THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED
as to financial and operational obligations and business terms.
___________________________ ___________________________ SIGNATURE PRINTED NAME __________________________________ TITLE
__________________________________ DEPARTMENT
1295 CERTIFICATE NUMBER
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Tom.Tackabury@stryker.com
Fire Chief
Kenneth Hedges
Fire
2021-728057
Sara Hensley
Contract # 7501 – Stryker/Medical Division (2-22-2021)
Exhibit A
1. Total Contract Amount
The contract total for services shall not exceed $1,000,000. Pricing shall be per Exhibits E-1 and
E-2 attached.
2. Contract Terms
The contract term will be five (5) years, effective from date of award or notice to proceed as
determined by the City of Denton Purchasing Department. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months.
3. Price Escalation and De-escalation
On Contractor’s request in the form stated herein, the City will implement an escalation/de-
escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change
in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The Contractor should provide documentation as percentage of each cost
associated with the unit prices quoted for consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued.
Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
Exhibit B
Standard Service Terms and Conditions between
Stryker Sales, LLC and City of Denton, TX (Feb 2021)
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Contractor. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City’s premises or on public rights-of-way.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in Exhibit B and in the Contractor’s Offer. in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws,
rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by both parties, and shall continue in effect until all obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES (INTENTIONALLY OMITTED AS NOT APPLICABLE) 4. SHIPMENT UNDER RESERVATION PROHIBITED (INTENTIONALLY OMITTED AS
NOT APPLICABLE) 5. TITLE & RISK OF LOSS (INTENTIONALLY OMITTED AS NOT APPLICABLE) 6. DELIVERY TERMS AND TRANSPORTATION CHARGES (INTENTIONALLY
OMITTED AS NOT APPLICABLE)
7. RIGHT OF INSPECTION AND REJECTION (INTENTIONALLY OMITTED AS NOT APPLICABLE)
8. NO REPLACEMENT OF DEFECTIVE TENDER (INTENTIONALLY OMITTED AS
NOT APPLICABLE) 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
itself as to the nature of the City’s service requirements and specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. Contractor further states that it employs the E-Verify system: ID No: 800392; effective 7-24-2014.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department’s Name, and
the name of the point of contact for the Department. 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, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
vii. failure of the Contractor to comply with any material provision of the Contract Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor in the same condition as when delivered.
The City shall provide the Contractor written notice of the failure of the City to make an adequate
Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: (INTENTIONALLY OMITTED AS NOT APPLICABLE)
16. SPECIAL TOOLS & TEST EQUIPMENT: (INTENTIONALLY OMITTED AS NOT APPLICABLE) 17. RIGHT TO AUDIT:
A. The City shall have the right to receive copies of any records and computations specifically pertaining to this Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period during the term of this Agreement and four (4) years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. Copies of the records,
documents and other evidence relating to this Contract shall be available, within ten (10) business days of written request. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document.
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
18. SUBCONTRACTORS (INTENTIONALLY OMITTED AS NOT APPLICABLE): The
Contractor shall not employee Subcontractors.
19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables, in both type and quantity, under similar
terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. Intentionally Omitted.
20. WARRANTY – TITLE (INTENTIONALLY OMITTED AS NOT APPLICABLE TO
SERVICE CONTRACT): 21. WARRANTY – DELIVERABLES (INTENTIONALLY OMITTED AS NOT
APPLICABLE TO SERVICE CONTRACT):
22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules
or regulations. A. The warranty provided hereunder does not cover any equipment (i) that has been misused, modified, refurbished or repaired without the prior consent of Contractor, (ii) that has been subjected to unusual stress ,or (iii) on which any original serial numbers or other identification marks have been removed or destroyed. In any event, Contractor’s liability shall be limited to the
replacement value of any damaged or defective part. THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES APPLICABLE TO THE SERVICES PROVIDED SUBJECT TO THIS AGREEMENT AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY CONTRACTOR EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES
(INTENTIONALLY OMITTED AS NOT APPLICABLE TO SERVICE CONTRACT)
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform in accordance with applicable law. In the event that no assurance is given within the reasonable period of time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract in accordance with applicable
law.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor, while performing services at any City facility, is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
City to be unsafe to either life or property. Upon notification, the Contractor will cease the performance of all such on-site services until notified by the City that the violation or unsafe
condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a
result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference (which may be held by telephone or other
agreeable form of remote communication) will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform.
31. INDEMNITY:
A. Definitions: i. “Indemnified Claims” shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s
subcontractors, and third parties), ii. “Fault“ shall mean the negligence, willful misconduct or violation of applicable law by Contractor or its employees, agents or representatives in the performance of the Services. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF THE FAULT OF THE
CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR
SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S
OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED
TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT
NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD
PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Exhibit C (as amended and attached) for services only. The successful firm shall procure and maintain insurance of the types and in the amounts required under this Contract. The insurance shall be written by a company authorized to do business in the State of Texas that otherwise meets the requirements of this Contract .
A. General Requirements: i. The Contractor shall carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverages required to the City as verification of coverage within fourteen (14) calendar days of the receipt of a fully signed copy of this Contract. Failure to provide the required Certificate of Insurance shall subject the Offer to disqualification from consideration for award. The City has the right to reject coverage and null contract if it is not proper coverage as outlined in Exhibit C-
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
Insurance and Worker’s Compensation Requirements. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has
expired, or an extension option or hold over period is exercised, as verification of
continuing coverage. iii. The Contractor shall not commence work until the required Certificate of Insurance is provided to the City. iv. INTENTIONALLY OMITTED AS NOT APPLICABLE
v. The Contractor’s insurance coverage shall be written by companies authorized to do
business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All Certificates of Insurance shall include the City as additional insured, as required,
and shall contain the following information:
City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209
vii. The “other” insurance clause shall not apply to the City where the City is an additional insured on any Contractor’s policy as required by this Contract . It is intended that policies required in the Contract, covering both the City as an additional insured and the Contractor, shall be considered primary coverage as applicable, absent any claim or loss arises from
the negligence and/or willful misconduct of City, its employees or affiliates. viii. Intentionally Omitted ix. Intentionally Omitted x. Intentionally Omitted xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. xiii. Intentionally Omitted xiv. The insurance coverages specified in within the solicitation and requirements are
required coverages and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. C. Right to Self-Insure: To the extent permitted by applicable laws and regulations, Contractor
shall be permitted to meet the insurance requirements under this Agreement through a program of self-insurance. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the
Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS(INTENTIONALLY
OMITTED AS NOT APPLICABLE TO SERVICE CONTRACT):
37. CONFIDENTIALITY: This section shall only be applicable to the City as permitted by
applicable state and municipal law. Under this contract, each party may require access to certain of the other party’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the disclosing party or its licensors consider confidential) (collectively, “Confidential Information”). Each party acknowledges and agrees that the Confidential
Information of the other party is the valuable property of the other party and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. Each party (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information of the other party in strict confidence and shall not disclose, disseminate, copy, divulge, recreate,
or otherwise use the Confidential Information of the other party without the prior written consent of the other party or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the receiving party promptly notifies the other party before disclosing such information so as to permit the other party reasonable time to
seek an appropriate protective order. Each party agrees to use protective measures no less stringent
than that party uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information of the other party.
38. OWNERSHIP AND USE OF DELIVERABLES: (INTENTIONALLY OMITTED AS
NOT APPLICABLE TO SERVICE AGREEMENT): 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract.
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
When material not originally developed is included in a report in any form, the source shall be identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City.
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City, except that Contractor shall have the right to assign this Contract or any rights under or interests in this Agreement to any parent, subsidiary or affiliate of Contractor. All of the terms and provisions of this Contract shall be binding upon, shall inure to the benefit of, and shall be enforceable by successors and assigns
of the parties to this Agreement. Any attempted assignment or delegation by either party shall be
void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. Except that Vendor may assign this contract to any parent, subsidiary or affiliate, the Vendor shall
notify the City’s Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed
merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the 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 and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed)
MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day
Day After Thanksgiving Christmas Eve (observed)
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
Christmas Day (observed) New Year’s Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. “Component” means an article, material, or supply incorporated directly into an end product.
ii. “Cost of components” means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. “Domestic end product” means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined,
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. “End product” means those articles, materials, and supplies to be acquired under the contract for public use.
v. “Foreign end product” means an end product other than a domestic end product.
vi. “United States” means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled “Buy American Act Certificate”.
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and
standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents
3. City’s standard terms and conditions
4. Purchase order
5. Contractor terms and conditions
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
Exhibit C
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall obtain and maintain until the contracted work has been completed, the insurance
coverage as indicated hereinafter.
Within fifteen (15) days of the receipt of a fully signed Contract, Contractor shall provide
the Purchasing Department satisfactory certificates of insurance including copies of any
addendum or endorsements applicable to the requirements hereunder, containing the
contract number and title of the project. Contractor may, upon written request to the
Purchasing Department, ask for clarification of any insurance requirements at any time;
however, Contractor shall not commence any work or deliver any material until he or she
receives notification that the contract has been accepted, approved, and signed by the City
of Denton. The City has the right to reject coverage and null contract if it is not proper
coverage as outlined in this Exhibit C-Insurance and Worker’s Compensation
Requirements. To the extent permitted by applicable laws and regulations, Contractor shall
be allowed to meet the insurance requirements set forth within this Agreement through a
program of self-insurance.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted:
• Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A- or better.
• Any self-insured retentions shall be declared in the proposal.
• Liability policies shall be endorsed to provide the following:
▪ Include as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers. Blanket additional insured endorsements are acceptable.
▪ Except in the event that any claim or loss arises out of the negligence or willful
misconduct of one or more of the Additional Insureds, that such insurance is
primary to any other insurance maintained by the Additional Insured with respect
to claims covered under the policy and that, except with respect to the available
limits, such insurance applies separately to each insured against whom claim is
made or suit is brought. The inclusion of more than one insured shall not operate
to increase the insurer's limit of liability.
▪ With respect to the required Commercial Automobile Liability and Workers
Compensation and Employers Liability insurance only, provide a Waiver of
Subrogation in favor of the City of Denton, its officials, agents, employees, and
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
volunteers.
• Cancellation: City requires 30 day written notice should any of the policies required
by this contract be cancelled or materially changed before the expiration date.
• Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and/or
purchase an extended reporting period (i.e. tail coverage), without lapse, for a period of
three years beyond the contract expiration, such that occurrences arising during the
contract term which give rise to claims made after expiration of the contract shall be
covered.
• Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor’s annual general
aggregate limit shall be double the occurrence limits required hereunder or the Contractor
shall obtain Owners and Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of $1,000,000.00 per
occurrence, $2,000,000 annual products and completed operations aggregate
and $2,000,000 annual general aggregate shall be obtained and maintained by the
Contractor. The policy shall be written on an occurrence basis either in a single policy
or in a combination of underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
• Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
•
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
[X] Commercial Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of $1,000,000 per accident either in a single policy or in a combination of
basic and umbrella or excess policies. The policy will include coverage for bodily injury
and property damage liability arising out of the operation, maintenance and use of all
automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• any auto, or
• all owned hired and non-owned autos.
[X] Workers’ Compensation Insurance
Contractor shall purchase and maintain Workers’ Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of $100,000 for each accident, $100,000 per each
employee for occupational disease, and a $500,000 policy limit for occupational disease.
The City need not be named as an “Additional Insured” but the insurer shall agree to waive
all rights of subrogation against the City, its officials, agents, employees and volunteers
for any work performed for the City by the Named Insured. For building or construction
projects, the Contractor shall comply with the provisions of Attachment 1 in accordance
with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’
Compensation Commission (TWCC).
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
Exhibit D
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days.
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Contract # 7501 – Stryker/Medical Division (2-22-2021)
EXHIBIT E
PROCARE PRICING AND SERVICE AGREEMENT TERMS AND CONDITIONS
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Exhibit E
ProCare Service Plan Agreement Terms and Conditions and Pricing
PLAN – STRYKER and CITY OF DENTON, TX
This Exhibit, together with the Service Contract between the parties hereto sets forth the entire Product Service Plan Agreement (“Agreement”) between
Stryker Sales, LLC, through its Medical Division, hereinafter referred to as "Stryker", and the City of Denton, TX named on the face of the ProCare Proposal,
hereinafter, referred to as the "Customer". This is the entire Agreement and no other oral modifications are valid. This Agreement shall remain in effect unless canceled or modified by either party according to the following terms and conditions. Stryker accepts Customer’s order expressly conditioned on Customer’s assent to the terms set forth in this document. Customer’s order and acceptance of any portion of the services shall confirm Customer’s acceptance of these
terms. Amendments to this document shall be in writing and no prior or subsequent acceptance by Stryker of any purchase order, acknowledgment, or
other document from Customer specifying different and/or additional terms shall be effective unless signed by both parties.
1. SERVICE COVERAGE AND TERM
Stryker shall provide to Customer the services (the “Services”) as defined on Page 1 of the Stryker Proposal as the equipment ProCare Program(s) (hereinafter
each, a “Service Plan”). The equipment covered under said Service Plan is set forth on the Equipment Schedule attached to the Proposal (the “Equipment”).
The Services and the Service Plan(s) are ancillary to and not a complete substitute for the requirements of Customer to adhere to the routine maintenance
instructions provided by Stryker, its equipment and operations manuals, and accompanying labels and/or inserts for the Equipment. Customer covenants and
agrees that its personnel will follow the instructions and contents of those manuals, labels and inserts. When Equipment or a component is replaced, the item provided in replacement will be the Customer’s property (if Customer owns the Equipment) and the replaced item will be Stryker’s property. The Service Plan(s) coverage, term, start date, and price of the Services appear on the face of the Stryker Proposal.
2. EQUIPMENT SCHEDULE CHANGES
During the term of the Agreement and upon each party’s written consent, additional Equipment may be included in the Exhibits included in the Service contract 7501). All additions are subject to the terms and conditions contained herein. The parties shall mutually agree that Stryker shall adjust the charges and
modify the Equipment Schedule to reflect any additions.
3. INSPECTION SCHEDULING
Service inspections will be scheduled in advance at a mutually agreed upon time for such period of time as is reasonably necessary to complete the Services. Equipment not made available at the specified time will be serviced at the next scheduled service inspection unless specific arrangements are made with
Stryker. Such arrangements will include travel and other special charges at Stryker’s then current rates.
4. INSPECTION ACTIVITY
On each scheduled service inspection, Stryker’s Service Representative will inspect each available item of Equipment as required in accordance with Stryker’s
then current maintenance procedures for said Equipment. If there is any discrepancy or questions on the number of inspections, price, or Equipment, the
parties mutually agree to review and amend this Agreement.
5. CUSTOMER OBLIGATIONS
Customer shall use commercially reasonable efforts to cooperate with Stryker in connection with Stryker’s performance of the Services. Customer
understands and acknowledges that Stryker Service Representatives will not provide surgical or medical advice, will not practice surgery or medicine, will
not come in physical contact with the patient, will not enter the “sterile field” at any time, and will not direct equipment or instruments that come in contact
with the patient during surgery. Customer’s personnel will refrain from requesting Stryker Service Representatives to take any actions in violation of these
requirements or in violation of applicable laws, rules or regulations, Customer policies, or the patient’s informed consent. A refusal by Stryker Service
Representatives to engage in such activities shall not be a breach of this Agreement. Customer consents to the presence of Stryker Service Representatives
its operating rooms, where applicable, in order for Stryker to provide Services under this Agreement and represents that it will obtain all necessary consents
from patients.
6. SERVICE INVOICING
Invoices will be sent on the agreed payment method. The parties acknowledge that Employer is a public entity/political subunit exempt from the payment of certain
taxes and will provide exemption certificates or documentation confirming its tax-exempt status upon request. All invoices issued under this Agreement are to be paid
within thirty (30) days of the receipt of the invoice as the minimum period established under the Customer’s state- mandated regulations. Failure to comply with
state regulated terms will constitute breach of contract and future Service will only be made on a prepaid or COD basis, or until the previous obligation is satisfied, or
both. Stryker reserves the right, with no liability to Stryker, to cancel any contract on the basis of payment default for any previous equipment or service provided by
Stryker or any of its affiliates. The City of Denton is tax exempt.
7. PRICE CHANGES
The Service prices specified herein are those in effect as of the date of acceptance of this Agreement and will continue in effect throughout the term of the
Service Plan.
8. INITIAL INSPECTION
This Agreement shall be applicable only to such Equipment as listed in the Equipment Schedule, which has been determined by a Stryker’s Representative to
be in good operating condition upon his/her initial inspection thereof.
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Exhibit E
ProCare Service Plan Agreement Terms and Conditions and Pricing
9. MAINTENANCE INSPECTION
This Agreement may include products which are beyond their warranty period and tested expected service life. Any such product will be inspected to determine if the product meets the operations and maintenance manual guidelines for that particular product a s of the date of inspection. Despite any such inspection, Stryker makes no claims or assurances as to future performance, including no express or implied warranty, for any product which was
inspected outside of its warranty period or beyond its tested expected service life.
10. SERVICE PLAN WARRANTY AND LIMITATIONS
Stryker represents and warrants that the Services shall be performed in a workmanlike manner and with professional diligence and skill. Services will comply with all applicable laws and regulations. During the term of the Service Plan, Stryker will maintain the Equipment in good working condition. Notwithstanding any other provision of this Agreement, the Service Plan does not include repairs or other services made necessary by or related to, the
following: (1) abnormal wear or damage caused by misuse or by failure to perform normal and routine maintenance as set out in the Stryker maintenance
manual or operating instructions. (2) accidents (3) catastrophe (4) acts of god (5) any malfunction resulting from faulty maintenance, improper repair,
damage and/or alteration by non-Stryker authorized personnel (6) Equipment on which any original serial numbers or other identification marks have been removed or destroyed; or (7) Equipment that has been repaired with any unauthorized or non -Stryker components. In addition, in order to ensure safe operation of the Equipment, only Stryker accessories should be used. Stryker reserves the right to invalidate the Service Plan if Equipment is used
with accessories not manufactured by Stryker.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANT IES APPLICABLE
TO THE SERVICES AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY STRYKER, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
11. WAIVER EXCLUSIONS
No failure to exercise and no delay by Stryker in exercising any right, power or privilege hereunder shall operate as a waive r thereof. No waiver of any
breach of any provision by Stryker shall be deemed to be a waiver by Stryker of any preceding or succeeding breach of the same or any other provision.
No extension of time by Stryker for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension
of time for performances of any other obligations or any other acts by Stryker.
12. LIMITATION OF LIABILITY IN NO INSTANCE WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, PUNITIVE, SPECIAL, COVER, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL DAMAGES OR ATTORNEYS’ FEES OR COSTS FOR ANY ACTIONS UNDER OR RELATED TO THIS AGREEMENT.
13. FORCE MAJEURE
Except for Customer’s payment obligations, which may only be delayed and not excused entirely, neither party to this Agreement will be liable for any
delay or failure of performance that is the result of any happening or event that could not reasonably have been avoided or that is otherwise beyond its
control, provided that the party hindered or delayed immediately notifies the other party describing the circumstances causing delay. Such happenings or
events will include, but not be limited to, terrorism, acts of war, riots, civil disorder, rebellions, fire, flood, earthquake, explosion, action of the elements, acts
of God, epidemic, pandemic, inability to obtain or shortage of material, equipment or transportation, governmental orders, restrictions, priorities or
rationing, accidents and strikes, lockouts or other labor trouble or shortage.
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Exhibit E
ProCare Service Plan Agreement Terms and Conditions and Pricing
14. WARRANTY OF NON-EXCLUSION
Each party represents and warrants that as of the Effective Date, neither it nor any of its employees, are or have been excluded terminated, suspended, or debarred from a federal or state health care program or from participation in any federal or state procurement or non- procurement programs. Each party further represents that no final adverse action by the federal or state government has occurred or is pending or threatened against the party, its affiliates,
or, to its knowledge, against any employee, Stryker, or agent engaged to provide Services under this Agreement. Each party also represents that if during
the term of this Agreement it, or any of its employees becomes so excluded, terminated, suspended, or debarred from a federal or state health care program
or from participation in any federal or state procurement or non-procurement programs, such will promptly notify the other party. Each party retains the
right to terminate or modify this Agreement in the event of the other party’s exclusion from a federal or state health care program.
15. COMPLIANCE
Stryker, as supplier, hereby informs Customer, as buyer, of Customer’s obligation to make all reports and disclosures required by law or contract, including without limitation properly reporting and appropriately reflecting actual prices paid for each item supplied hereunder net of any discount (including rebates and credits, if any) applicable to such item on Customer’s Medicare cost reports, and as otherwise required under the Federal Medicare and
Medicaid Anti-Kickback Statute and the regulations thereunder (42 CFR Part 1001.952(h)). Pricing under this Agreement (and each Service Plan) may
constitute discounts on the purchase of Services. Customer represents that (i) it shall make all required cost reports, and (ii) it has the corporate power
and authority to make or cause such cost reports to be made. To the extent required by law, Customer and Stryker agree to com ply with the Omnibus Reconciliation Act of 1980 (P.L. 96Z499) and it’s implementing regulations (42 CFR, Part 420). To the extent applicable to the activities of Stryker
hereunder, Stryker further specifically agrees that until the expiration of four (4) years after furnishing Services pursuant to this Agreement, Stryker shall
make available, upon written request of the Secretary of the Department of Health and Human Services, or upon request of the Comptroller General, or
any of their duly authorized representatives, this Agreement and the books, documents and records of Stryker that are necessary to verify the nature and
extent of the costs charged to Customer hereunder. Stryker further agrees that if Stryker carries out any of the duties of this Agreement through a subcontract with a value or cost of ten thousand dollars ($10,000) or more over a twelve (12) month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related
organization shall make available, upon written request to the Secretary, or upon request to the Comptroller General, or any of their duly authorized
representatives the subcontract, and books and documents and records of such organization that are necessary to verify the nature and extent of such
costs. In performance of this Agreement, Stryker shall also comply with all applicable state and federal regulations, including but not limited to discrimination laws.
16. CONFIDENTIALITY
To the extent allowed by the laws of the State of Texas, the parties hereto shall hold in confidence this Agreement and the terms and conditions contained
herein (including Services Plan pricing) and any information and materials which are related to the business of the other or are designated as proprietary or confidential, herein or otherwise; and (b) hereby covenant that they shall not disclose such information to any third party without prior written authorization of the one to whom such information relates. The rights and remedies available to a party hereunder shall not limit or preclude any other available equitable or legal remedies.
17. HIPAA Stryker is not a “business associate” of Customer, as the term “business associate” is defined by HIPAA (the Health Insurance Portability and Accountability
Act of 1996 and 45 C.F.R. parts 142 and 160-164, as amended). All medical information and/or data concerning specific patients (including, but not limited to,
the identity of the patients), derived incidentally during the course of this Agreement, shall be treated by both parties as confidential, and shall not be released,
disclosed, or published to any party other than as required or permitted under applicable laws.
18. MISCELLANEOUS
Neither party may assign or transfer their rights and/or benefits under this Agreement without the prior written consent of the other party, except that
either party shall have the right to assign this Agreement or any rights under or interests in this Agreement to any parent, subsidiary or affiliate. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and be enforceable by permitted successors and assigns of the
parties to this Agreement. This Agreement shall be construed and interpreted in accordance with the laws of the state where Customer is located. The
invalidity, in whole or in part, of any of the foregoing paragraphs, where determined to be illegal, invalid, or unenforceable by a court or authority of
competent jurisdiction, will not affect or impair the enforceability of the remainder of the Agreement..
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
5 Year Projected PROCARE Costs
Model Number Serial Number 2021 2022 2023 2024 2025 2026
Power-PRO
Cots
6500 80740797
6500 91241271
6500 80740796
6500 91241270
6506 121040990 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66
6506 160241214 $0.00 $0.00 $1,069.16 $1,111.93 $1,156.40 $1,202.66
6506 151041439 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66
6506 170139404 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66
6506 180340071 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66
6506 171040675 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66
6506 121040961 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66
6506 121040962 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66
6506 121040989 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66
6506 170839579 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66
6506 180840125 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66
6506 1902003500312 $0.00 $0.00 $0.00 $0.00 $0.00 $1,202.66
6506 1902003500311 $0.00 $0.00 $0.00 $0.00 $0.00 $1,202.66
6506 New 2021 3 $2,965.50 $3,054.47 $3,146.10 $3,240.48 $3,337.70 $3,437.83
6506 New 2022 2 $2,056.08 $2,117.76 $2,181.30 $2,246.73 $2,314.14
6506 New 2023 2 $2,117.76 $2,181.29 $2,246.73 $2,314.13
6506 New 2024 3 $3,240.48 $3,337.70 $3,437.83
6506 New 2025 2 $2,246.73 $2,314.13
6506 New 2026 3 $3,607.98
Power-Load
Systems
6390 160340227 $0.00 $0.00 $1,377.31 $1,418.63 $1,461.19 $1,505.02
6390 160839234 $0.00 $0.00 $1,377.31 $1,418.63 $1,461.19 $1,505.02
6390 171040758 $0.00 $1,337.20 $1,377.31 $1,418.63 $1,461.19 $1,505.02
6390 2017012400121 $0.00 $1,337.20 $1,377.31 $1,418.63 $1,461.19 $1,505.02
6390 161241200 $0.00 $0.00 $0.00 $1,418.63 $1,461.19 $1,505.02
6390 151040502 $0.00 $1,337.20 $1,377.31 $1,418.63 $1,461.19 $1,505.02
6390 161139997 $0.00 $1,337.20 $1,377.31 $1,418.63 $1,461.19 $1,505.02
6390 170739553 $0.00 $1,337.20 $1,377.31 $1,418.63 $1,461.19 $1,505.02
6390 2018012400824 $0.00 $1,337.20 $1,377.31 $1,418.63 $1,461.19 $1,505.02
6390 1901012400034 $0.00 $0.00 $0.00 $0.00 $0.00 $1,505.02
6390 1901012400030 $0.00 $0.00 $0.00 $0.00 $0.00 $1,505.02
6390 New 2021 3 $3,894.75 $4,011.59 $4,131.94 $4,255.90 $4,383.58 $4,515.08
6390 New 2022 2 $2,674.40 $2,754.63 $2,837.27 $2,922.39 $3,010.06
6390 New 2023 2 $2,754.63 $2,837.27 $2,922.39 $3,010.06
6390 New 2024 3 $4,255.90 $4,383.58 $4,515.08
6390 New 2025 2 $2,922.39 $3,010.06
6390 New 2026 3 $4,515.08
EXHIBIT F
DENTON FIRE ASSET SPREADSHEET
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
5 Year Projected PROCARE Costs
Model Number Serial Number 2021 2022 2023 2024 2025 2026
AEDS
CR+42149664 $336.30
CR+43034281 $336.30
CR+43056181 $336.30
CR+42149666 $336.30
CR+43056255 $336.30
CR+39395557 $336.30
CR+42149665 $336.30
CR+43830066 $336.30
LP1000 37216157 $336.30 $346.39 $356.78 $367.48 $378.51 $389.86
LP1000 37849584 $336.30 $346.39 $356.78 $367.48 $378.51 $389.86
LP1000 37852527 $336.30 $346.39 $356.78 $367.48 $378.51 $389.86
LP1000 39143108 $336.30 $346.39 $356.78 $367.48 $378.51 $389.86
LP1000 39143109 $336.30 $346.39 $356.78 $367.48 $378.51 $389.86
LP1000 39143110 $336.30 $346.39 $356.78 $367.48 $378.51 $389.86
LP1000 39912529 $336.30 $346.39 $356.78 $367.48 $378.51 $389.86
LP1000 40415626 $336.30 $346.39 $356.78 $367.48 $378.51 $389.86
CR2 Current 12 Units $4,035.60 $4,156.67 $4,281.37 $4,409.81 $4,542.10 $4,678.37
CR2 2021 35 Units $12,123.65 $12,487.36 $12,861.98 $13,247.84 $13,645.27
CR2 2022 30 Units $10,703.40 $11,024.50 $11,355.24 $11,695.89
LP15
LP15 42965141 $1,530.00 $1,575.90
LP15 39607458 $1,530.00 $1,575.90
LP15 39957296 $1,530.00 $1,575.90
LP15 39957294 $1,530.00 $1,575.90 $1,623.18
LP15 44339419 $1,530.00 $1,575.90 $1,623.18
LP15 45073421 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69
LP15 45063930 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69
LP15 45491433 $0.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69
LP15 46903324 $1,530.00 $1,576.90 $1,624.21 $1,672.93 $1,723.12 $1,774.81
LP15 48017491 $0.00 $0.00 $0.00 $1,672.93 $1,723.12 $1,774.81
LP15 48017763 $0.00 $0.00 $0.00 $1,672.93 $1,722.03 $1,773.69
LP15 385377758 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69
LP15 38538721 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69
LP15 40259642 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69
LP15 40259645 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69
LP15 41208206 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69
LP15 41208283 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69
LP15 41208787 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69
LP15 41208871 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69
LP15 41208945 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69
LP15 41209696 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69
LP15 41251915 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69
LP15 48596220 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69
2021 New LP15 4 $6,120.00 $6,303.60 $6,492.71 $6,687.49 $6,888.11 $7,094.76
2022 New LP15 3 $4,727.70 $4,869.53 $5,015.62 $5,166.09 $5,321.07
2023 New LP15 3 $4,869.54 $5,015.63 $5,166.09 $5,321.08
2024 New LP15 4 $6,687.48 $6,888.10 $7,094.75
2025 New LP15 3 $5,166.09 $5,321.07
2026 New LP15 4 $7,094.76
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
5 Year Projected PROCARE Costs
Model Number Serial Number 2021 2022 2023 2024 2025 2026
Lucas
Lucas 3519G863 $1,913.40 $1,970.80 $2,029.93 $2,090.82 $2,153.55 $2,218.16
Lucas 3519G864 $1,913.40 $1,970.80 $2,029.93 $2,090.82 $2,153.55 $2,218.16
Lucas 3519G865 $1,913.40 $1,970.80 $2,029.93 $2,090.82 $2,153.55 $2,218.16
Lucas 3519G866 $1,913.40 $1,970.80 $2,029.93 $2,090.82 $2,153.55 $2,218.16
Lucas 3519G867 $1,913.40 $1,970.80 $2,029.93 $2,090.82 $2,153.55 $2,218.16
Lucas 3519G868 $1,913.40 $1,970.80 $2,029.93 $2,090.82 $2,153.55 $2,218.16
Lucas 3519G869 $1,913.40 $1,970.80 $2,029.93 $2,090.82 $2,153.55 $2,218.16
Lucas 3519G870 $1,913.40 $1,970.80 $2,029.93 $2,090.82 $2,153.55 $2,218.16
Lucas 3519G871 $1,913.40 $1,970.80 $2,029.93 $2,090.82 $2,153.55 $2,218.16
2021 New Lucas 3 $5,740.20 $5,912.41 $6,089.78 $6,272.47 $6,460.65 $6,654.47
2022 New Lucas 2 $3,941.60 $4,059.85 $4,181.65 $4,307.10 $4,436.31
2023 New Lucas 2 $4,059.85 $4,181.65 $4,307.10 $4,436.31
2024 New Lucas 3 $6,272.47 $6,460.65 $6,654.47
2025 New Lucas 2 $4,307.10 $4,436.31
2026 New Lucas 3 $6,654.47
Modems
Verizon Kore 20174785 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20174786 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20442394 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20442395 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20442396 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20442397 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20442398 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20442399 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20442400 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20442401 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20442402 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20442403 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20543068 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20543069 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20543070 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20543071 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20543072 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20543073 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20543074 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20543075 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20749962 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20749963 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20749964 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
Verizon Kore 20665108 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
5 Year Projected PROCARE Costs
Model Number Serial Number 2021 2022 2023 2024 2025 2026
Stair-PRO
6252 080940821 $171.60 $176.75 $182.05 $187.51 $193.14
6252 100141206 $171.60 $176.75 $182.05 $187.51 $193.14
6252 130140732 $171.60 $176.75 $182.05 $187.51 $193.14
6252 130140733 $171.60 $176.75 $182.05 $187.51 $193.14
6252 130140734 $171.60 $176.75 $182.05 $187.51 $193.14
6252 130140735 $171.60 $176.75 $182.05 $187.51 $193.14
6252 080940822 $171.60 $176.75 $182.05 $187.51 $193.14
6252 100141207 $171.60 $176.75 $182.05 $187.51 $193.14
2021 New 6252 3 $499.80 $514.80 $530.24 $546.15 $562.54 $579.41
2022 New 6252 2 $343.20 $353.50 $364.10 $375.02 $386.27
2023 New 6252 2 $353.50 $364.10 $375.02 $386.27
2024 New 6252 3 $546.15 $562.54 $579.41
2025 New 6252 2 $375.02 $386.27
2026 New 6252 3 $579.41
Code Stat
Upgrade
2022 $2,473.00
2026 $2,750.00
TOTAL PROCARE ESTIMATE $996,130.70
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
Exhibit
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0
G
STRYKER SALES, LLC, through its Medical
Division, f/k/a STRYKER SALES CORPORATION
3/4/2021
Certificate Of Completion
Envelope Id: 20554D9924D54BEA809053B4E1E58AF0 Status: Completed
Subject: Please DocuSign: City Council Contract 7501 Stryker ProCare
Source Envelope:
Document Pages: 33 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Cori Power
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
cori.power@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
3/3/2021 3:31:49 PM
Holder: Cori Power
cori.power@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Cori Power
cori.power@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 3/3/2021 3:46:22 PM
Viewed: 3/3/2021 3:46:29 PM
Signed: 3/3/2021 3:55:37 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 3/3/2021 3:55:39 PM
Viewed: 3/3/2021 4:05:38 PM
Signed: 3/3/2021 4:13:50 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 3/3/2021 4:13:52 PM
Viewed: 3/3/2021 4:18:16 PM
Signed: 3/3/2021 4:50:25 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Tom Tackabury
tom.tackabury@stryker.com
Sr. Sales Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 52.154.71.15
Sent: 3/3/2021 4:50:27 PM
Viewed: 3/4/2021 7:53:02 AM
Signed: 3/4/2021 7:53:24 AM
Electronic Record and Signature Disclosure:
Accepted: 3/4/2021 7:53:02 AM
ID: 951f9cf6-ec53-4b9e-9f58-d6a6c346abd7
Signer Events Signature Timestamp
Kenneth Hedges
Kenneth.Hedges@cityofdenton.com
Fire Chief
Security Level: Email, Account Authentication
(None)Signature Adoption: Drawn on Device
Using IP Address: 198.49.140.10
Sent: 3/4/2021 7:53:27 AM
Viewed: 3/4/2021 8:08:03 AM
Signed: 3/4/2021 8:08:28 AM
Electronic Record and Signature Disclosure:
Accepted: 3/4/2021 8:08:03 AM
ID: e1d3264b-810c-4a08-9a8e-59c11a85148d
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 3/4/2021 8:08:31 AM
Viewed: 4/7/2021 10:12:07 AM
Signed: 4/7/2021 10:12:55 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
Interim City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 4/7/2021 10:12:57 AM
Viewed: 4/7/2021 10:13:53 AM
Signed: 4/7/2021 10:14:05 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 4/7/2021 10:14:09 AM
Viewed: 4/7/2021 10:53:12 AM
Signed: 4/7/2021 10:53:55 AM
Electronic Record and Signature Disclosure:
Accepted: 4/7/2021 10:53:12 AM
ID: 553e5153-08ff-44cc-897c-a831f981365d
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/3/2021 3:55:39 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/4/2021 8:08:31 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/4/2021 8:08:31 AM
Viewed: 3/4/2021 8:10:28 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Zolaina Parker
Zolaina.Parker@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/7/2021 10:53:58 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cathy Welborn
Cathy.Welborn@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 4/7/2021 10:53:59 AM
Viewed: 4/7/2021 11:11:22 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Dinora Velasquez
Dinora.Velasquez@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 4/7/2021 10:54:00 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/7/2021 10:54:01 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/3/2021 3:46:22 PM
Certified Delivered Security Checked 4/7/2021 10:53:12 AM
Signing Complete Security Checked 4/7/2021 10:53:55 AM
Completed Security Checked 4/7/2021 10:54:01 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Tom Tackabury, Kenneth Hedges, Rosa Rios
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.