2016-028ORDINANCE NO. 22016-028
AN ORDINANCE APPROVING A CONTRACT FOR A THREE (3) YEAR
COMPREHENSIVE SERVICE PLAN FOR MAINTENANCE AND TUNING OF THE CITY
OF DENTON MUNICIPAL LABORATORY PERKIN ELMER INDUCTIVELY COUPLED
PLASMA MASS SPECTROMETER WHICH IS AVAILABLE FROM ONLY ONE SOURCE
AND IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, SUCH
PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING;
AND PROVIDING AN EFFECTIVE DATE (FILE 6047 - AWARDED TO PERKINELMER
HEALTH SCIENCES, INC. IN THE THREE (3) YEAR NOT -TO- EXCEED AMOUNT OF
$88,016.40).
WHEREAS, Section 252.022 of the Local Government Code provides that procurement
of items that are only available from one source, including; items that are only available from
one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available only from the persons holding exclusive distribution rights to the materials; and
need not be submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items mentioned in
the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as described
in the "File" listed hereon, and on file in the office of the Purchasing Agent, are hereby
approved:
FILE
NUMBER VENDOR AMOUNT
6047 PerkinElmer Health Sciences, Inc. $88,016.40
1 (�1"lON a2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including, items that
are only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available only from the persons holding exclusive distribution rights to the materials; and
need not be submitted to competitive bids.
SECTION 3. The acceptance and approval of the above items shall not constitute a
contract between the City and the person submitting the quotation for such items until such
person shall comply with all requirements specified by the Purchasing Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts relating to
the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby
authorized.
SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates
the authority to take any actions that may be required or permitted to be performed by the City of
Denton under File 6047 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of 2016.
.A,.
1 1� .. WA � TTS, MAYOR - ____
t.1
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
AI)PIWIO- D M.0'O ^ LEGAL FORM:
ANITA- URGESS, CITY ATTORNEY
BY.
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CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND PERKINELMER HEALTH SCIENCES
FILE 6047
February 2, 2016
THIS CONTRACT is made and entered into this date , by and
between PerkinElmer Health Sciences, Inc. a corporation, whose address is 710 Bridgeport
Avenue, Shelton, CT 06484 - 04794, hereinafter referred to as "Contractor," and the CITY OF
DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," and
shall remain 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 Contractor's proposal 40562254,
a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "D ". The
Contract consists of this written agreement and the following items which are attached hereto
and incorporated herein by reference:
(a) Modified City of Denton Standard Terms and Conditions (Exhibit "A ");
(b) Modified Special Terms and Conditions (Exhibit "B ");
(c) Insurance Requirements (Exhibit "C ");
(d) Contractor's Proposal. (Exhibit "D ") ;
(e) Form CIQ — Conflict of Interest Questionnaire (Exhibit "E ");
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."
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IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
DocuSigned by:
�U& iF r (Pauvs
BY: G °Fri. 94fi6
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
DocuSigned by:
BY:
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CO IW
Nl a�'y((&V - L� kit
BY:
AUTHORIZED SIGNATURE
1/27/2016
Date:
MaryLynne Hartl
Name:
Title: Contract Admin
1- 800 - 762 -4000
PHONE NUMBER
Contracts perkinelmer.com
EMAIL ADDRESS
CITY OF DENTON, TEXAS
DocuSigned by:
,�; orlc, 6. bptia
BY:
GEORGE C. CAMPBELL, CITY MANAGER
2/5/2016
Date:
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Exhibit A
Standard Purchase Terms and Conditions
These modified Terms and Conditions are applicable to this Contracts issued by the City
hereinafter referred to as the City and the Contractor. 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 Contractor's Solicitation Response, Invoice or Statement shall
serve to modify the terms set forth herein.
By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract
shall be governed by the following terms and conditions, unless exceptions are duly noted and
fully negotiated.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described 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. As specified in the Contract, this Contract shall be effective as
of February 2, 2016 the date of the associated Service Plan, and shall continue in effect until
January 31, 2019 unless terminated earlier by either party upon thirty (30) days written notice to
the other party.
3. 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.
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.
4. 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 invoice being received in Accounts
Payable, whichever is later.
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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;
vi. failure of the Contractor to submit proper invoices with purchase order number, with
all required attachments and supporting documentation; or
E. Notice is hereby given that any awarded Contractor who is in arrears to the City 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 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. The City shall provide the Contractor prompt
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.
5. 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.
6. FINAL PAYMENT AND CLOSE -OUT: NOT APPLICABLE
A. If a DBE /MBE /WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close -Out MBE /WBE
Compliance Report to the Purchasing Manager no later than the 15th calendar day after
completion of all work under the contract. Final payment, retainage, or both may be withheld if
the Contractor is not in compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from the Contractor's continuing obligations under the Contract,
including but not limited to indemnity and warranty obligations; and ii. a waiver of all claims by
the Contractor against the City other than those previously asserted in writing and not yet settled.
7. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. Any such audit shall be limited in scope to compliance with this
Contract and in no event shall it extend to a review of Contractor's costs or expenses of any kind
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or profits /losses. The Contractor shall retain such books, records, documents and other evidence
pertaining to the Contract for a period of three (3) 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. These books, records, documents and other evidence shall be
available, within ten (10) business days of written request. Further, the Contractor shall also
require all Subcontractors, material suppliers, and other payees to retain all books, records,
documents and other evidence pertaining to the Contract, and to allow the City similar access to
those documents.
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.
8. SUBCONTRACTORS: NOT APPLICABLE
A. If the Contractor identified Subcontractors in a DBE /MBE /WBE agreed to Plan, the
Contractor shall comply with all requirements approved by the City. The Contractor shall not
initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor
shall not substitute any Subcontractor identified in the Plan, unless the substitute has been
accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute
a waiver of any rights or remedies of the City with respect to defective deliverables provided by
a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a
monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later
than the tenth calendar day of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with
the terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on
the part of the City to pay or to see to the payment of any moneys due any such Subcontractor
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except as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment from the City.
9. 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 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 Contractor or with any competitor.
10. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be 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 Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law, and any attempt to do so shall be without force or effect.
B. Warranty claims must be made within 90 days after Services are performed.
CONTRACTOR MAKES NO OTHER WARRANTIES OF ANY HIND WHATSOEVER,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY WITH
RESPECT TO ITS SERVICES, WHICH WARRANTIES ARE EXPRESSLY
DISCLAIMED. CONTRACTOR'S SOLE LIABILITY AND RESPONSIBILITY UNDER
THIS AGREEMENT FOR BREACH OF WARRANTY IS RE- PERFORMANCE OF
THE SERVICES WITHIN A REASONABLE TIME OR RETURN OF THE FEE PAID
FOR THE DEFECTIVE SERVICES, AT CONTRACTOR'S OPTION. THESE ARE THE
CITY'S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF WARRANTY.
TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL
CONTRACTOR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS
AGREEMENT, THE SERVICES PROVIDED OR OTHERWISE, EVEN IF
CONTRACTOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH
DAMAGES. WITHOUT LIMITING THE FOREGOING, CONTRACTOR'S
LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES
PROVIDED OR OTHERWISE SHALL NOT EXCEED, AND THE CITY'S EXCLUSIVE
REMEDY IN ANY EVENT SHALL BE LIMITED TO, THE AMOUNT ACTUALLY
PAID BY BUYER FOR THE UNDERLYING SERVICE PLAN.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources. In such event, the City shall
pay to the Contractor, on a prorated basis, the amount owed for services provided to date.
EXCLUSIONS: Service Plans do not include software or firmware upgrades, except where
specifically included in Contractor's quotation, and do not include replacement of parts, costs or
repairs for defects or damages arising from or in connection with (a) abuse, misuse, mishandling,
improper or inadequate maintenance, or failure to operate equipment in accordance with
applicable specifications or instructions; (b) causes beyond Contractor's reasonable control,
including, without limitation, acts of God, power surges or failure, failure or interruption in
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communication lines, or corrosive City samples; (c) installation of software or interfacing, or use
in combination with software or products, not supplied or authorized by Contractor; or (d)
electrical work, transportation, modification, relocation, reinstallation, repair or service,
performed by the City or by persons other than Contractor authorized personnel. Further, parts
in contact with any liquid, including but not limited to, seals, filters, gaskets, valves, syringes,
tubing, tips, etc., are considered wetted and shall be deemed user replaceable and not covered by
any Service Plan, unless otherwise stated in Contractor's quotation.
CONSUMABLES: The costs of consumables supplied by Contractor in performing the Services
are the responsibility of the City unless otherwise stated in Contractor's quotation. Consumables
include Contractor's usual and customary parts, supplies and other items which are expendable
by their nature or intended use, and those which are listed in the applicable instrument user's
manual.
12. 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 the event that no assurance is given within the time
specified after demand is made, the demanding party may treat this failure as an anticipatory
repudiation of the Contract.
13. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor 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 City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation
or unsafe condition has been corrected.
14. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails
to 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.
15. 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 providing thirty (30) days written notice
unless the Contractor, within such thirty (30) 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. 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.
16. TERMINATION WITHOUT CAUSE: Either party 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. The City shall pay the Contractor for all services performed and
obligations incurred prior to the date of termination in accordance with the terms hereof.
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17. 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.
18. DELAYS:
A. The City may delay scheduled Service 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 Service 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 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 will be held within fifteen (15) business days
to establish a mutually agreeable period of time reasonably necessary to overcome the effect of
such failure to perform.
19. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability, including all reasonable costs and expenses of litigation,
mediation or other alternate dispute resolution mechanism, including reasonable attorney
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 /or (2) death, bodily
injury, illness, or disease to any person (including but not limited to the agents, officers
and employees of the City, the Contractor, the Contractor's subcontractors), ii. "Fault"
shall include the negligence, willful misconduct or a breach of any legally imposed strict
liability standard.
B. THE CONTRACTOR SHALL DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS
SUCCESSORS, PERMITTED ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED
OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS
DIRECTLY RESULTING FROM 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.
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20. INSURANCE: The following insurance requirements are applicable, in addition to the
specific insurance requirements detailed in EXHIBIT C. The successful Contractor shall procure
and maintain insurance of the types and in the minimum amounts requested by the City. The
insurance shall be written by a company licensed to do business in the State of Texas.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to 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 coverage's and
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. 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 must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.
iv. The Contractor's and all subcontractors' insurance coverage shall be written by
companies licensed 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 but not limited to the Texas
Workers' Compensation Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and 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 shown on any policy. It is intended that policies required in the
Contract, covering both the City and the Contractor, shall be considered primary
coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the
Contractor shall carry Umbrella or Excess Liability Insurance for any differences in
amounts specified. If Excess Liability Insurance is provided, it shall follow the form of
the primary coverage.
ix. 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.
x. The Contractor shall be responsible for premiums, deductibles and self - insured
retentions, if any, stated in policies.
xi. The Contractor shall endeavor to provide the City thirty (30) calendar days' written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverage's indicated within the Contract.
xiv. The insurance coverage's specified in the requirements are required minimums and
are not intended to limit the responsibility or liability of the Contractor.
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B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
21. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, and which could have a material adverse affect on the
Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the
City within thirty (30) calendar days after receipt of notice by the Contractor. Such notice shall
be delivered personally or by mail and shall be sent to 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.
22. 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 below. 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.
If to Contractor: PerkinElmer Health Sciences, Inc.
710 Bridgeport Avenue
Shelton, CT 06484
Attention: General Counsel
23. 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.
24. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that, to its knowledge: (i) the services supplied by the Contractor in
accordance with the specifications in the Contract will not infringe, directly or contributorily,
any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind
of any third party. The Contractor shall, at its sole expense, defend, indemnify, and hold the City
harmless from and against all liability, damages, and costs (including court costs and reasonable
fees of attorneys) resulting from: (i) the Contractor's breach of any of Contractor's
representations or warranties stated in this Section 24 of this Contract. In the event of any such
claim, the City shall have the right to monitor such claim or at its option engage, at its own
expense, its own separate counsel to act as co- counsel on the City's behalf.
25. CONFIDENTIALITY: In order to provide the services to the City, Contractor may require
access to certain of the City's and /or its licensors' confidential information (including inventions,
employee information, trade secrets, confidential know -how, confidential business information,
and other information which the City or its licensors consider confidential) (collectively,
"Confidential Information "). Contractor acknowledges and agrees that the Confidential
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Information is the valuable property of the City and /or its licensors and any unauthorized use,
disclosure, dissemination, or other release of the Confidential Information may substantially
injure the City and /or its licensors. The Contractor (including its employees, subcontractors,
agents, or representatives) agrees that it will maintain the Confidential Information in strict
confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the
Confidential Information except as may be required to fulfill its obligations of this Contract
without the prior written consent of the City 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 Contractor
promptly notifies the City before disclosing such information so as to permit the City reasonable
time to seek an appropriate protective order. The Contractor agrees to use protective measures no
less stringent than the Contractor 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.
27. 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.
28. 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.
29. 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
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.
30. 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. 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 (Exhibit D).
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31. 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, 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, Texas, or his designee under this agreement.
32. 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 either party without the prior written consent of the other party. Any attempted
assignment or delegation 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.
33. 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.
34. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre - printed or similar terms on any of either the City or Contractor invoice,
order or other document shall have any force or effect to change the terms, covenants, and
conditions of the Contract.
35. 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.
36. 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 (14) calendar days after receipt of the request or such later period as agreed by the
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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.
37. 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 the State of 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 either party to seek and secure
injunctive relief from any competent authority as contemplated herein.
38. 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.
39. 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)
Christmas Da observed
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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 5:00 pm, Monday through Friday, excluding City of
Denton Holidays.
40. 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.
41. NON - SUSPENSION OR DEBARMENT CERTIFICATION:
The City 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 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.
42. 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, 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 Contract.
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.
43. 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.
44. PREVAILING WAGE RATES: All respondents will be required to comply with Provision
5159a of "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment
of prevailing wage rates and prohibiting discrimination in the employment practices.
htlp://www.access.gl2o.gov/davisbacon/tx.html
45. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all applicable 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.
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46. 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 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 Worker's Compensation insurance coverage. Respondent shall ensure
compliance with all federal and State tax laws and withholding requirements. The City shall not
be liable to Respondent or its employees for any Unemployment or Workers' Compensation
coverage, or federal or State withholding requirements. Contractor shall indemnify the City and
shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this
Section.
47. 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.
48. CONTRACTOR LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Contractor shall be liable for all damages to government- owned, leased, or occupied property
and equipment caused by the Contractor and its employees, agents, and subcontractors, in
connection with negligent acts in the performance of the Contract. The Contractor shall notify
the City Procurement Manager in writing of any such damage within one (1) calendar day.
49. FORCE MAJEURE: The City and the Contractor 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. In the event of an occurrence under this Section, the Contractor will be excused from any
further performance or observance of the requirements so affected for as long as such
circumstances prevail and the Contractor continues to use commercially reasonable efforts to
recommence performance or observance whenever and to whatever extent possible without
delay. The Contractor shall notify the City Procurement Manager by telephone (to be confirmed
in writing within ten (10) 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.
50. 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.
51. 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 any
immunities from suit or from liability that the City may have by operation of law.
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Exhibit B
Special Terms and Conditions
Total Contract Amount
The contact total for services shall not exceed $87,937.30 for the three year (3) term. Pricing
shall be per Exhibit E attached.
Contract Term
The contract term will be three (3) years, effective February 2, 2016 through January 31, 2019,
unless terminated earlier by either party upon thirty (30) days written notice to the other party.
To be effective the Contract must be approved by the Denton City Council and be signed by the
Denton City Manager or his designee.
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Exhibit C
INSURANCE REQUIREMENTS AND
WORKERS' COMPENSENTATION 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 provide and maintain until the contracted work has been completed the
minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of
insurance including any applicable addendum or endorsements, 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.
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- VII or better.
• Liability policies shall be endorsed to provide the following:
■ Name as Additional Insured the City of Denton, its Officials, Agents, and
Employees.
■ That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
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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.
• Cancellation: City requires 30 day written notice should any of the policies
described on the certificate 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.
• 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,
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than
$1,000,000.00 shall be provided 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.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCU) exposures.
• Broad form contractual liability (preferably by endorsement) covering this
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contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination
of basic and umbrella or excess policies. The policy will include 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.
[ ] 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 at least $100,000 for each accident, $100,000 per each
employee, 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).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of
the work under this contract, an Owner's and Contractor's Protective Liability insurance
policy naming the City as insured for property damage and bodily injury which may arise
in the prosecution of the work or Contractor's operations under this contract. Coverage
shall be on an "occurrence" basis and the policy shall be issued by the same insurance
company that carries the Contractor's liability insurance. Policy limits will be at least
$500,000.00 combined bodily injury and property damage per occurrence with a
$1,000,000.00 aggregate.
[ ] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to
the contractor or if a contractor leases or rents a portion of a City building. Limits of not
less than each occurrence are required.
[ ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
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required under this Agreement.
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery
inside /outside the premises, burglary of the premises, and employee fidelity. The
employee fidelity portion of this coverage should be written on a "blanket" basis to cover
all employees, including new hires. This type insurance should be required if the
contractor has access to City funds. Limits of not less than $ each
occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts
and specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
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ATTACHMENT 1
[ ] Workers' Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ( "certificate ") -A copy of a certificate of insurance, a
certificate of authority to self- insure issued by the commission, or a coverage
agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing
statutory workers' compensation insurance coverage for the person's or
entity's employees providing services on a project, for the duration of the
project.
Duration of the project - includes the time from the beginning of the work on
the project until the contractor's /person's work on the project has been
completed and accepted by the governmental entity.
Persons providing services on the project ( "subcontractor" in §406.096) -
includes all persons or entities performing all or part of the services the
contractor has undertaken to perform on the project, regardless of whether
that person contracted directly with the contractor and regardless of whether
that person has employees. This includes, without limitation, independent
contractors, subcontractors, leasing companies, motor carriers, owner -
operators, employees of any such entity, or employees of any entity which
furnishes persons to provide services on the project. "Services" include,
without limitation, providing, hauling, or delivering equipment or materials, or
providing labor, transportation, or other service related to a project.
"Services" does not include activities unrelated to the project, such as
food /beverage vendors, office supply deliveries, and delivery of portable
toilets.
B. The contractor shall provide coverage, based on proper reporting of
classification codes and payroll amounts and filing of any overage
agreements, which meets the statutory requirements of Texas Labor Code,
Section 401.011(44) for all employees of the Contractor providing services
on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental
entity prior to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of
coverage ends during the duration of the project, the contractor must, prior to
the end of the coverage period, file a new certificate of coverage with the
governmental entity showing that coverage has been extended.
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E. The contractor shall obtain from each person providing services on a project,
and provide to the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the
project, so the governmental entity will have on file certificates of
coverage showing coverage for all persons providing services on the
project; and
2. no later than seven days after receipt by the contractor, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the
duration of the project.
F. The contractor shall retain all required certificates of coverage for the
duration of the project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail
or personal delivery, within 10 days after the contractor knew or should have
known, of any change that materially affects the provision of coverage of any
person providing services on the project.
H. The contractor shall post on each project site a notice, in the text, form and
manner prescribed by the Texas Workers' Compensation Commission,
informing all persons providing services on the project that they are required
to be covered, and stating how a person may verify coverage and report lack
of coverage.
I. The contractor shall contractually require each person with whom it contracts
to provide services on a project, to:
1. provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any coverage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all of
its employees providing services on the project, for the duration of the
project;
2. provide to the contractor, prior to that person beginning work on the
project, a certificate of coverage showing that coverage is being provided
for all employees of the person providing services on the project, for the
duration of the project;
3. provide the contractor, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the
duration of the project;
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4. obtain from each other person with whom it contracts, and provide to the
contractor:
a. a certificate of coverage, prior to the other person beginning work on
the project; and
b. a new certificate of coverage showing extension of coverage, prior to
the end of the coverage period, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the
project and for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal
delivery, within 10 days after the person knew or should have known, of
any change that materially affects the provision of coverage of any person
providing services on the project; and
7. Contractually require each person with whom it contracts, to perform as
required by paragraphs (1) - (7), with the certificates of coverage to be
provided to the person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all
employees of the contractor who will provide services on the project will be
covered by workers' compensation coverage for the duration of the project,
that the coverage will be based on proper reporting of classification codes
and payroll amounts, and that all coverage agreements will be filed with the
appropriate insurance carrier or, in the case of a self- insured, with the
commission's Division of Self- Insurance Regulation. Providing false or
misleading information may subject the contractor to administrative
penalties, criminal penalties, civil penalties, or other civil actions.
K. The contractor's failure to comply with any of these provisions is a breach of
contract by the contractor which entitles the governmental entity to declare
the contract void if the contractor does not remedy the breach within ten
days after receipt of notice of breach from the governmental entity.
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>,, ONESOURCE LABORATORY C
SERVICES Quotation Number Quotation Date
40562254 10/22/2015
Per kin E rll m eiir�,, Your Prior Agreement Quote Expiration Date
35388499 02/11/2016
PerkinElmer Health Sciences, Inc.
710 Bridgeport Avenue Customer Contact Your Prior PO Number
SHELTON CT 06484 -4794 171288
I IS A
TEL: (800) 762 -4000 FAX: (203) 944 -4983
Telephone Number
940 - 349 -8615
Fax Number
QUOTATION - COMPREHENSIVE SERVICE PLAN 3 YR
Site Address:
Invoicing Address (if different)
Page Number
1 of 6
CITY OF DENTON
SCHWALM, FRITZ
ACCOUNTS PAYABLE
CITY OF DENTON
215 E MCKINNEY ST
1100 MAYHILL RD
DENTON TX 76201 -4299
DENTON TX 76208
USA
USA
Serial Number (P1500311)
Site Number Customer Number
100021902 4007095
Payment Terms
Net 30 days
Coverage Period Billing Plan
02/02/2016 to 01/31/2019 Yearly
Page Number
1 of 6
Line Quantity Model
Description List Price
Net Price
10 1 ELAN9000
ELAN9000 ** 23,418.77
23,418.77
02/02/2016 to 01/31/2017
Serial Number (P1500311)
Comprehensive Coverage
2 PM visits; Parts, Travel, Labor, Phone Support & 15% Training Disc.
20 1 POLYSCIRECIRULATOR
POLYSCIENCE RECIRCULATOR 706.03
706.03
02/02/2016 to 01/31/2017
Serial Number (G30778)
Comprehensive Coverage
2 PM visits; Parts, Travel, Labor, Phone Support & 15% Training Disc.
30 1 AS93PLUS
AS93PLUS 3,386.57
3,386.57
02/02/2016 to 01/31/2017
Serial Number (933S3101715)
Comprehensive Coverage
2 PM visits; Parts, Travel, Labor, Phone Support & 15% Training Disc.
This instrument is nearing the end of its serviceable life.
As such, PerkinElmer will offer a service contract for this instrument
whereby PerkinElmer will use all reasonable efforts to provide service
including a service engineer's travel and labor, but cannot guarantee
that all parts, among other items necessary for continued support
will be available.
PerkinElmer will not make additional attempts to procure unavailable
parts.
Please see our Terms and Conditions for further details.
We strongly recommend you contact your sales representative
to discuss suitable replacement options.
40 1 MASSOFTWARE MAS SOFTWARE 885.53
02/02/2016 to 01/31/2017
Serial Number (P1500311)
Repair Coverage Plan (Parts, Labor, Travel & Phone Support)
Sub total for YEAR 1
50 1 ELAN9000 ELAN9000 ** 24,188.52
02/01/2017 to 01 /31/2018
Serial Number (P1500311)
Comprehensive Coverage
2 PM visits; Parts, Travel, Labor, Phone Support & 15% Training Disc.
885.53
28,396.90
24,188.52
Dc
cuSign Envelope ID: 8B590Al2- 55C0- 4D2B- 87E8- 266E05B34A47
>,, ONESOURCE LABORATORY C
SERVICES Quotation Number Quotation Date
40562254 10/22/2015
Per kin E rll m eiir�,, Your Prior Agreement Quote Expiration Date
35388499 02/11/2016
PerkinElmer Health Sciences, Inc.
710 Bridgeport Avenue Customer Contact Your Prior PO Number
SHELTON CT 06484 -4794 171288
I IS A
TEL: (800) 762 -4000 FAX: (203) 944 -4983
Telephone Number
940 - 349 -8615
Fax Number
QUOTATION - COMPREHENSIVE SERVICE PLAN 3 YR
Site Address:
Invoicing Address (if different)
Line Quantity Model
CITY OF DENTON
SCHWALM, FRITZ
ACCOUNTS PAYABLE
CITY OF DENTON
215 E MCKINNEY ST
1100 MAYHILL RD
DENTON TX 76201 -4299
DENTON TX 76208
USA
USA
2 PM visits; Parts, Travel, Labor, Phone Support & 15% Training Disc.
Site Number Customer Number
100021902 4007095
Payment Terms
Net 30 days
Coverage Period Billing Plan Page Number
02/02/2016 to 01/31/2019 Yearly 2 of 6
Line Quantity Model
Description List Price Net Price
60 1 POLYSCIRECIRULATOR
POLYSCIENCE RECIRCULATOR 729.24 729.24
02/01/2017 to 01 /31/2018
Serial Number (G30778)
Comprehensive Coverage
2 PM visits; Parts, Travel, Labor, Phone Support & 15% Training Disc.
70 1 AS93PLUS
AS93PLUS 3,497.88 3,497.88
02/01/2017 to 01 /31/2018
Serial Number (933S3101715)
Comprehensive Coverage
2 PM visits; Parts, Travel, Labor, Phone Support & 15% Training Disc.
This instrument is nearing the end of its serviceable life.
As such, PerkinElmer will offer a service contract for this instrument
whereby PerkinElmer will use all reasonable efforts to provide service
including a service engineer's travel and labor, but cannot guarantee
that all parts, among other items necessary for continued support
will be available.
PerkinElmer will not make additional attempts to procure unavailable
parts.
Please see our Terms and Conditions for further details.
We strongly recommend you contact your sales representative
to discuss suitable replacement options.
80 1 MASSOFTWARE MAS SOFTWARE 914.64
02/01/2017 to 01 /31/2018
Serial Number (P1500311)
Repair Coverage Plan (Parts, Labor, Travel & Phone Support)
Sub total for YEAR 2
90 1 ELAN9000 ELAN9000 ** 24,914.16
02/01/2018 to 01/31/2019
Serial Number (P1500311)
Comprehensive Coverage
2 PM visits; Parts, Travel, Labor, Phone Support & 15% Training Disc.
100 1 POLYSCIRECIRULATOR POLYSCIENCE RECIRCULATOR 751.08
02/01/2018 to 01/31/2019
Serial Number (G30778)
Comprehensive Coverage
2 PM visits; Parts, Travel, Labor, Phone Support & 15% Training Disc.
914.64
29,330.28
24,914.16
751.08
Dc
cuSign Envelope ID: 8B590Al2- 55C0- 4D2B- 87E8- 266E05B34A47
>,, ONESOURCE LABORATORY C
SERVICES Quotation Number Quotation Date
40562254 10/22/2015
Per kin E rll m eiir�,, Your Prior Agreement Quote Expiration Date
35388499 02/11/2016
PerkinElmer Health Sciences, Inc.
710 Bridgeport Avenue Customer Contact Your Prior PO Number
SHELTON CT 06484 -4794 171288
USA
Telephone Number Fax Number
TEL: (800) 762 -4000 FAX: (203) 944 -4983 940 - 349 -8615
QUOTATION - COMPREHENSIVE
Site Address:
SCHWALM, FRITZ
CITY OF DENTON
1100 MAYH I LL RD
DENTON TX 76208
USA
Site Number
100021902
SERVICE PLAN 3 YR
Invoicing Address (if different)
CITY OF DENTON
ACCOUNTS PAYABLE
215 E MCKINNEY ST
DENTON TX 76201 -4299
USA
Customer Number
4007095
Payment Terms Coverage Period Billing Plan Page Number
Net 30 days 02/02/2016 to 01/31/2019 Yearly 3 of 6
Line Quantity Model Description List Price Net Price
110 1 AS93PLUS AS93PLUS 3,602.76
02/01/2018 to 01/31/2019
Serial Number (933S3101715)
Comprehensive Coverage
2 PM visits; Parts, Travel, Labor, Phone Support & 15% Training Disc.
This instrument is nearing the end of its serviceable life.
As such, PerkinElmer will offer a service contract for this instrument
whereby PerkinElmer will use all reasonable efforts to provide service
including a service engineer's travel and labor, but cannot guarantee
that all parts, among other items necessary for continued support
will be available.
PerkinElmer will not make additional attempts to procure unavailable
parts.
Please see our Terms and Conditions for further details.
We strongly recommend you contact your sales representative
to discuss suitable replacement options.
120 1 MASSOFTWARE MAS SOFTWARE
02/01/2018 to 01/31/2019
Serial Number (P1500311)
Repair Coverage Plan (Parts
Labor, Travel & Phone Support)
942.12
3,602.76
942.12
Sub total for YEAR 3 30,210.12
Dc
cuSign Envelope ID: 8B590Al2- 55C0- 4D2B- 87E8- 266E05B34A47
>,, ONESOURCE LABORATORY C
SERVICES Quotation Number Quotation Date
40562254 10/22/2015
Per kin E rll' eiir�,, Your Prior Agreement Quote Expiration Date
35388499 02/11/2016
dg eport Avenue er Health Sciences, Inc.
710 Bridgeport Customer Contact Your Prior PO Number
710 B
SHELTON CT 06484 -4794 171288
I 1SA
TEL: (800) 762 -4000 FAX: (203) 944 -4983
Telephone Number
940 - 349 -8615
Fax Number
QUOTATION - COMPREHENSIVE SERVICE PLAN 3 YR
Site Address:
Invoicing Address (if different)
CITY OF DENTON
SCHWALM, FRITZ
ACCOUNTS PAYABLE
CITY OF DENTON
215 E MCKINNEY ST
1100 MAYHILL RD
DENTON TX 76201 -4299
DENTON TX 76208
USA
USA
Site Number
100021902
Customer Number
4007095
Payment Terms Coverage Period Billing Plan Page Number
Net 30 days 02/02/2016 to 01/31/2019 Yearly 4 of 6
Line Quantity Model Description Net Price
Gross Price 87,937.30
Net Price 87,937.30
Note: taxes will be applied to your invoice if applicable
DocuSign Envelope
I)00
ID: 8B590Al2- 55C0- 4D2B- 87E8- 266E05B34A47 tXHIBIT D
Per kin E rim 8;,
PerkinElmer Health Sciences, Inc. - Service Agreement Terms and Conditions
1. TERMS OF AGREEMENT: These Service Agreement Terms and Conditions shall govern all orders for and purchases from PerkinElmer
of services under a PerkinElmer Service Plan ( "Services ") and shall prevail over any pre - printed, standard or other terms set forth in
Buyer's purchase order or any other document not signed by an authorized representative of PerkinElmer, which are hereby rejected
and shall be void. Buyer's submission of a purchase order or other instrument regarding the purchase of Services in response to
PerkinElmer's quotation or any other PerkinElmer document that includes or incorporates these terms shall be deemed acceptance of
these terms to the exclusion of any other terms and conditions appearing in or referenced in such purchase order or other instrument.
2. REASONABLE EFFORTS: PerkinElmer will use reasonable efforts under the circumstances to provide Services as quickly as possible.
The Services will be scheduled at a time mutually agreed upon by PerkinElmer and the Buyer. Parts and components replaced or
otherwise utilized in the repair of the instrument may be either new or refurbished at the discretion of PerkinElmer.
3. TERM: TERMINATION: PerkinElmer may accept or reject at its discretion a purchase order for Services. Unless otherwise expressly
stated by PerkinElmer in writing or under the terms of the purchased Service Plan, the initial term of a Service Plan and this Agreement
is one year, commencing on the date designated by PerkinElmer in its quotation or otherwise specified to Buyer. A Service Plan may be
terminated by either party upon at least thirty (30) days written notice to the other party. If Buyer is past due with respect to any invoices
related to any account with PerkinElmer, PerkinElmer may, upon written notice to Buyer: suspend Services, demand payment for the
balance due under this Agreement, and /or terminate this Agreement. In connection with a termination for convenience by either party,
PerkinElmer shall refund Buyer any payments made by Buyer for Services beyond the effective date of termination, subject to a 15%
cancellation charge on the total value of the underlying Service Plan.
4. PAYMENT: Payment is due by Buyer upon receipt of invoice. Unless installment payment terms are agreed in writing by PerkinElmer
and Supplier, Buyer shall deliver payment in full to the address set forth in PerkinElmer's invoice. Invoices not paid timely are subject to
the lesser of fifteen percent (15 %) per annum or the maximum prevailing legal interest rate, calculated from date of delinquency through
the date payment is made in full. If PerkinElmer retains a collection agency and /or attorney to collect unpaid amounts, PerkinElmer
may invoice Buyer for, and Buyer shall pay, all costs of collection including, without limitation, reasonable attorneys' fees.
5. WARRANTY: LIMITATION OF LIABILITY: PerkinElmer warrants that it will provide Services at least in accordance with generally accepted
standards prevailing in the instrument repair industry, at the time and place performed. Warranty claims must be made within 90 days
after Services are performed. PERKINELMER MAKES NO OTHER WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR
MERCHANTABILITY WITH RESPECT TO ITS SERVICES, WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED.
PERKINELMER'S SOLE LIABILITY AND RESPONSIBILITY UNDER THIS AGREEMENT FOR BREACH OF WARRANTY IS RE-
PERFORMANCE OF THE SERVICES WITHIN A REASONABLE TIME OR RETURN OF THE FEE PAID FOR THE DEFECTIVE
SERVICES, AT PERKINELMER'S OPTION. THESE ARE BUYER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF
WARRANTY. TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL PERKINELMER BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT, THE
SERVICES PROVIDED OR OTHERWISE, EVEN IF PERKINELMER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH
DAMAGES. WITHOUT LIMITING THE FOREGOING, PERKINELMER'S LIABILITY IN CONNECTION WITH THIS AGREEMENT,
THE SERVICES PROVIDED OR OTHERWISE SHALL NOT EXCEED, AND BUYER'S EXCLUSIVE REMEDY IN ANY EVENT SHALL
BE LIMITED TO, THE AMOUNT ACTUALLY PAID BY BUYER FOR THE UNDERLYING SERVICE PLAN.
6. EXCLUSIONS: Service Plans do not include software or firmware upgrades, except where specifically included in PerkinElmer's
quotation, and do not include replacement of parts, costs or repairs for defects or damages arising from or in connection with (a)
abuse, misuse, mishandling, improper or inadequate maintenance, or failure to operate equipment in accordance with applicable
specifications or instructions; (b) causes beyond PerkinElmer's reasonable control, including, without limitation, acts of God, power
surges or failure, failure or interruption in communication lines, or corrosive Buyer samples; (c) installation of software or interfacing, or
use in combination with software or products, not supplied or authorized by PerkinElmer; or (d) electrical work, transportation,
modification, relocation, deinstallation, reinstallation, repair or service, performed by Buyer or by persons other than PerkinElmer
authorized personnel. Further, parts in contact with any liquid, including but not limited to, seals, filters, gaskets, valves, syringes,
tubing, tips, etc., are considered wetted and shall be deemed user replaceable and not covered by any Service Plan, unless otherwise
stated in PerkinElmer's quotation.
7. CONSUMABLEs: The cost of consumables supplied by PerkinElmer in performing the Services are the responsibility of Buyer unless
otherwise stated in PerkinElmer's quotation. Consumables include PerkinElmer's usual and customary parts, supplies and other items
which are expendable by their nature or intended use, and those which are listed in the applicable instrument user's manual.
8. INSTRUMENT RECERTIFICATION: PerkinElmer may require instrument recertification on a time and materials basis as a condition to
performing Services if an instrument has not been under warranty or a service plan immediately prior to the time of Services.
9. TRAINING; INSTRUMENT RELOCATION: Service Plans do not include Buyer training or services related to the relocation of instruments
unless otherwise specifically stated in writing by PerkinElmer in any particular case.
10.AsSIGNMENT: GOVERNING LAw: Neither this Agreement nor any Service Plan is assignable or otherwise transferable by Buyer. These
Service Agreement Terms and Conditions and any underlying Service Plans shall be governed by the laws of the Commonwealth of
Massachusetts, exclusive of its conflicts of laws rules, and all disputes shall be subject to the exclusive jurisdiction of the courts therein.
11.AMENCMENT: ENTIRE AGREEMENT: No amendment or modification of these terms shall be binding unless in writing and signed by an
authorized representative of both PerkinElmer and Buyer. These Service Agreement Terms and Conditions, together with
PerkinElmer's quotation regarding the Service Plan(s) or other services subject to these terms and conditions, and PerkinElmer's
description of the Services provided under the Service Plan purchased by Buyer, represents the entire agreement between the parties
with respect to the subject matter herein.
Service v08172010
Di
)cuSign Envelope ID: 8B590Al2- 55C0- 4D2B- 87E8- 266E05B34A47
ONESOURCE LABORATORY t
SERVICES Quotation Number Quotation Date
40562254 10/22/2015
Perkin E f m .r,,,! iir' Your Prior Agreement Quote Expiration Date
35388499 02/11/2016
PerkinElmer Health Sciences, Inc.
710 Bridgeport Avenue Customer Contact Your Prior PO Number
SHELTON CT 06484 -4794 171288
1 IRA
TEL: (800) 762 -4000 FAX: (203) 944 -4983
Telephone Number
940 - 349 -8615
Fax Number
QUOTATION - COMPREHENSIVE SERVICE PLAN 3 YR
Site Address:
Invoicing Address (if different)
Telephone:
CITY OF DENTON
SCHWALM, FRITZ
ACCOUNTS PAYABLE
CITY OF DENTON
215 E MCKINNEY ST
1100 MAYHILL RD
DENTON TX 76201 -4299
DENTON TX 76208
USA
USA
USTX03
Site Number Customer Number
100021902 4007095
Payment Terms Coverage Period Billing Plan Page Number
Net 30 days 02/02/2016 to 01/31/2019 Yearly 5 of 6
Billing Plan
Planned Invoice Invoice Amount($) Customers can also elect to a either month) quarterly, semi - annual)
date(s) pay Y� q Y� Y
02/02/2016 28,478.38 over the entire coverage period, however an administrative
02/02/2017 29,332.73 surcharge will be applied to each invoice.
02/02/2018 30,126.19
Total billed 87,937.30
Billina Plan Invoice freauencv Total invoiced amount
Single contract invoice 87,937.30
PerkinElmer Contact information
Quoted by:
EDWARD EBBERT
Telephone:
615- 208 -1790
Fax Number:
203 - 944 -4983
Email:
Zone:
Zone 1
Region:
W Texas /Gulf Svcx
Location:
USTX03
■❑
Di
)cuSign Envelope ID: 8B590Al2- 55C0- 4D2B- 87E8- 266E05B34A47
ONESOURCE LABORATORY t
SERVICES Quotation Number Quotation Date
40562254 10/22/2015
Perkin E f m .r,,,! iir' Your Prior Agreement Quote Expiration Date
35388499 02/11/2016
PerkinElmer Health Sciences, Inc.
710 Bridgeport Avenue Customer Contact Your Prior PO Number
SHELTON CT 06484 -4794 171288
USA
Telephone Number Fax Number
TEL: (800) 762 -4000 FAX: (203) 944 -4983 940 - 349 -8615
QUOTATION - COMPREHENSIVE
Site Address:
SCHWALM, FRITZ
CITY OF DENTON
1100 MAYH I LL RD
DENTON TX 76208
USA
Site Number
100021902
SERVICE PLAN 3 YR
Invoicing Address (if different)
CITY OF DENTON
ACCOUNTS PAYABLE
215 E MCKINNEY ST
DENTON TX 76201 -4299
USA
Customer Number
4007095
Payment Terms Coverage Period Billing Plan
Net 30 days 02/02/2016 to 01/31/2019 Yearly 6 o Number
f 6
Additional Notes:
1. This quotation is subject to the terms and conditions attached and is valid until the expiration date shown above.
2. Customer is responsible for applicable taxes, including sale, use and /or excise tax unless otherwise noted above.
3. If Preventative Maintenance is covered under your agreement, please indicate any special date requirements below.
PM #1
PM #2
If any information presented on the document is incorrect e.g Billing address, serial numbers, please indicate the required changes below:
PLEASE SIGN THIS MAINTENANCE AGREEMENT QUOTATION AND RETURN ORIGINAL COPY ALONG WITH YOUR PURCHASE
ORDER TO:
By Mail: By Fax: 203 - 944 -4983
PerkinElmer Health Sciences, Inc. OR
710 Bridgeport Avenue By E -mail:
Mail Stop 75
Shelton, CT 06484 -4794
YOUR SIGNATURE BELOW CONFIRMS THAT YOU HAVE READ AND UNDERSTAND THE ABOVE STATEMENTS AND THAT THE
INFORMATION INCLUDED THEREIN IS CORRECT TO THE BEST OF YOUR KNOWLEDGE.
IN ORDER TO AVOID A LAPSE IN SERVICE COVERAGE, PLEASE FORWARD A PURCHASE ORDER PRIOR TO THE EFFECTIVE
START DATE OF THE CONTRACT.
Accepted By:
Date
Signature of Authorized Individual
Date
Print Name and Title
Date
Customer Purchase Order Number
Date
PerkinElmer Representative
DocuSign Envelope ID: 8B590Al2- 55C0- 4D2B- 87E8- 266E05B34A47
E
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.
Name of vendor who has a business relationship with local governmental entity. N/A
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 1 Name of local government officer about whom the information in this section is being disclosed.
N/A
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?
F—x—]
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 F—x—] No
C. Is the tiler 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?
F—x—]
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
This form does not apply.
4
X I have no Conflict of Interest to disclose.
5 igned by:
5�DocuS�Vuvj- hyk 1/27/2016
&WW4LOAMPM Ddoing business with the governmental entity Date
Certificate Of Completion
Envelope Id: 8B590A1255CO4D2B87E8266EO5B34A47
Subject: Please DocuSign: 6047 Contract Documents Perkin Elmer
Source Envelope:
Document Pages: 32 Signatures: 5
Certificate Pages: 6 Initials: 0
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC- 08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original
1/15/2016 2:09:13 PM
Signer Events
Rebecca Hunter
rebecca.hunter @cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
MaryLynne Hartl
marylynne.hartl @perkinelmer.com
Contract Admin
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 1/27/2016 9:11:41 AM
ID: b6dbc9b4- e08e- 466e- ab4d- 52e8f66268e3
John Knight
john.knight @cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Julia Klinck
julia.klinck@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Holder: Rebecca Hunter
rebecca.hunter @cityofdenton.com
Signature
Completed
Using IP Address: 129.120.6.150
Ell—Signed by:
4DFC5A7FB8FD43D .
Using IP Address: 165.88.255.133
Ell—Signed by:
C821996C2A2B439...
Using IP Address: 129.120.6.150
Completed
Using IP Address: 129.120.6.150
Status: Completed
Envelope Originator:
Rebecca Hunter
rebecca.hunter @cityofdenton.com
I P Address: 129.120.6.150
Location: DocuSign
Timestamp
Sent: 1/26/2016 3:25:23 PM
Viewed: 1/26/2016 3:25:37 PM
Signed: 1/26/2016 3:26:38 PM
Sent: 1/26/2016 3:26:41 PM
Viewed: 1/27/2016 5:46:27 AM
Signed: 1/27/2016 9:13:33 AM
Sent: 1/27/2016 9:13:38 AM
Viewed: 1/27/2016 9:14:02 AM
Signed: 1/27/2016 9:14:18 AM
Sent: 1/27/2016 9:14:21 AM
Viewed: 1/27/2016 9:44:00 AM
Signed: 2/3/2016 9:54:06 AM
S t C U ft t
Signer Events Signature Timestamp
George C. Campbell ...Signed by: Sent: 2/3/2016 9:54:11 AM
george.campbell@cityofdenton.com ED
�� (Awpbu Viewed: 2/5/2016 8:08:01 AM
City Manager 4884E925FOE6480 Signed: 2/5/2016 9:37:27 AM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Jennifer Walters
D— Signed by:
DCu5BFtAFiC�1 wAhA
Sent: 2/5/2016 9:37:30 AM
jennifer .walters @cityofdenton.com
Viewed: 2/5/2016 11:08:12 AM
City Secretary
az,g 4eD
Signed: 2/5/2016 11:08:55 AM
City of Denton
Security Level: Email, Account Authentication
Using IP Address: 129.120.6.150
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
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
Julia Klinck� Sent: 1/27/2016 9:13:36 AM
julia.klinck@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Sherri Thurman Sent: 1/27/2016 9:13:36 AM
sherri.thurman @cityofdenton.com Viewed: 1/27/2016 9:18:09 AM
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Robin Fox Sent: 2/3/2016 9:54:09 AM
Robin.fox @cityofdenton.com OPIED
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 11:39:51 AM
ID: 04463961- 03db -4c4d- 9228- d660d6146ed6
Carbon Copy Events Status Timestamp
Jennifer Bridges Sent: 2/5/2016 11:09:10 AM
jennifer .bridges @cityofdenton.com Viewed: 2/5/2016 12:07:07 PM
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Fritz Schwalm Sent: 2/5/2016 11:09:14 AM
fritz.schwalm @cityofdenton.com Viewed: 2/5/2016 11:43:34 AM
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Jane Richardson Sent: 2/5/2016 11:09:17 AM
jane .richardson @cityofdenton.com Viewed: 2/9/2016 7:54:41 AM
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Alex Halters Sent: 2/5/2016 11:09:30 AM
alex.halters @perkinelmer.com Viewed: 2/8/2016 11:38:54 AM
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Notary Events
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed /Encrypted
2/5/2016 11:09:30 AM
Certified Delivered
Security Checked
2/5/2016 11:09:30 AM
Signing Complete
Security Checked
2/5/2016 11:09:30 AM
Completed
Security Checked
2/5/2016 11:09:30 AM
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM
Parties agreed to: MaryLynne Hartl, Robin Fox
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.
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: kevin.gunn @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 kevin.gunn @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 kevin.gunn @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 kevin.gunn @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,
NetSca e 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.