2016-176ox�rnrANCE No. �'� � �- � �"�
AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A
CONTRACT FOR VETERINARY AND ANIMAL HEALTH SUPPLIES FOR THE CITY OF
DENTON'S ANIMAL SERVICES SHELTER; PROVIDING FOR THE EXPENDITURE OF
FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6048-AWARDED TO
MIDWEST VETERINARY SUPPLY INC., IN A THREE (3) YEAR NOT-TO-EXCEED
AMOUNT OF $225,000 AND TO MERCK ANIMAL HEALTH 1N A THREE (3) YEAR NOT-TO-
EXCEED AMOUNT OF $105,000 FOR A TOTAL AWARD NOT-TO-EXCEED $330,000).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
the supply of veterinary and animal health supplies for the City of Denton's Animal Health Services
in accordance with the procedures of State law and City ordinances; and
WHEREAS, the City Manager or a designated employee has received and reviewed and
recammended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for propasals;
and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous ta the City
considering the relative importance of price and the other evaluation factars included in the request
for proposals.
RFP
NUMBER CONTRACTOR AMOUNT
6048 Midwest Veterinary Supply, Inc. $225,000
6048 Merck Animal Health $105,000
SECTION 2. By the acceptance and approval of the above numbered items of the submitted
proposals, the City accepts the offer of the persons submitting the proposals for such items and
agrees to purchase the materials, equipment, supplies or services in accordance with the terms,
specifications, standards, quantities and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SECTION 3. Should the City and person submitting approved and accepted items and of the
submitted proposals wish to enter into a formal written agreement as a result of the acceptance,
approval, and awarding of the proposals, the City Manager or his designated representative is
hereby authorized to execute the written contract; provided that the written contract is in accordance
with the terms, conditions, specifications, standards, quantities and specified sums contained in the
Proposal and related documents herein approved and accepted. This will be an initial one (1) year
contract with options to extend the contract for two (2) additional one (1) yeax periods with all terms
and conditions remaining the same.
SECTION 4. 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 RFP 6048 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved proposals.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
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CHRIS "�i�"I'°l"�;, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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�1�I��1�� � ������k� AS ��" (�) LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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DocuSign Envelope ID: 9A71ECB7-6F8A-43AB-AE0A-B8991A63729F
EXHIBIT 3
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND
MIDWEST VETERINARY SUPPLY, INC
Contract #6048
THIS CONTRACT is made and entered into this date June 21, 2016, by and between
Midwest Veterinary Supply Inc, a corporation, whose address is 21467 Holyoke Ave, Lakeville,
MN, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule
municipal corporation, hereinafter referred to as "City," to be effective upon approval of the
Denton City Council and subsequent execution of this Contract by the Denton City Manager or
his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products in accordance with the 6048- Animal Health
Products a copy of which is on file at the office of Purchasing Agent and incorporated herein for
all purposes. The Contract consists of this written agreement and the following items which are
attached hereto, or on file, and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit ;
(b) 6048 (on file at the office of the Purchasing
Agent);
(c) City of Denton Standard Terms and Conditions C;
(d) Certificate of Interested Parties Electronic Filing
(e) (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
RFP #6048
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EXHIBIT 3
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
SUPPLIER:_________________
BY: ________________________
AUTHORIZED SIGNATURE
Date:____________________
Name:___________________
Title:____________________
Phone Number: ___________
Email ________________________
_________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY: _____________________________
GEORGE C. CAMPBELL, CITY MANAGER
BY: __________________________________ Date:________________________
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: _______________________________
RFP #6048
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EXHIBIT 3
Exhibit A
Special Terms and Conditions
The Quantities indicated on Exhibit E are estimates based upon the best available information.
The City reserves the right to increase or decrease the quantities to meet its actual needs without
any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis.
Product Changes During Contract Term
The supplier shall not change specifications during the contract term without prior approval. Any
deviation in the specifications or change in the product must be approved in advance by the City
of Denton. Notice of a change shall be submitted in writing to
dentonpurchasing@cityofdenton.com, with the above file number in the subject line, for review.
Products found to have changed specifications without notification, and acceptance, will be
Authorized Distributor
The supplier shall be the manufacturer or authorized distributor of the proposed products. The
representative as needed by the City.
Contract Terms
The contract term will be one (1) year, effective from date of award. The City and the Supplier
shall have the option to renew this contract for an additional two (2) one-year periods.
The contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council, unless either party
notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the
contract may be further extended as needed, not to exceed a total of six (6) months.
Price Escalation and De-escalation
The City will implement an escalation/de-escalation price adjustment semi-annually. The
escalation/de-escalation will be based upon manufacturer published pricing sheets to the vendor.
The price will be increased or decreased based upon the semi-annual percentage change in the
termined quarterly from the award date.
Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible
bid prices shall be adjusted in accordance with the published price change. It is the suppliers
responsibility to request a price adjustment semi-annually in writing. If no request is made, then
it will be assumed that the bid price will be in effect. The supplier must submit or make
available the manufacturers pricing sheet used to calculate the bid proposal, to participate
in the escalation/de-escalation clause.
Total Contract Amount
The contract total shall not exceed $225,000, over three years. Pricing shall be per Exhibit E
attached.
RFP #6048
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EXHIBIT 3
Delivery Lead Time
Product or services shall be delivered to the City within one business day, following order being
placed, as noted in Exhibit E.
RFP #6048
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EXHIBIT 3
Exhibit C
City of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
Supplier. No Terms and Conditions contained in
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
-of-way.
1. . The Contractor shall fully and timely provide all
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list showing
the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly
address and purchase order or purchase release number and the price agreement number if
applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the
number of the container bearing the packing list. The Contractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all
the requirements of common carriers and any applicable specification. The City's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives and accepts the deliverables.
RFP #6048
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EXHIBIT 3
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
Conditions. Unless otherwise stated
all delivery and transportation charges. The City shall have the right to designate what method of
transportation shall be used to ship the deliverables. The place of delivery shall be that set forth
the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non-conforming deliverables. If the City
furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non-complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cure and may then make a conforming tender
within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
hereby releases and holds the City harmless from and against any liability or claim for damages of
any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
es.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
RFP #6048
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EXHIBIT 3
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor,
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
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
address and, if applicable, the tax identification number on the invoice must exactly match the
informa
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
RFP #6048
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EXHIBIT 3
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
the invoice being received
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to
provide, are filed or reasonable evidence indicating probable filing of such claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
or contractors,
which is not covered by insurance required to be provided by the Contractor;
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or liquidated damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with
all required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
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
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities whall not be reimbursed, unless otherwise
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EXHIBIT 3
negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
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 failure of the Contractor to comply with the Contract or the
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
waiver of all claims by the Contractor against the City
other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
17. 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. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five 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.
All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater.
If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel
costs, must be borne by the Contractor which must be payable within five (5) business days of
receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
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 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
RFP #6048
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EXHIBIT 3
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 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.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
20. WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
harmless from and against all adverse title claims to the deliverables.
21. WARRANTY DELIVERABLES: The Contractor warrants and represents that all
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EXHIBIT 3
deliverables sold the City under the Contract shall be free from defects in design, workmanship or
manufacture, and conform in all material respects to the specifications, drawings, and descriptions
in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and
conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations,
and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall
be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. 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.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the date of acceptance of the deliverables or from the date of acceptance of any replacement
deliverables. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables,
or replace the non-
and at no additional cost to the City. All costs incidental to such repair or replacement, including
but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor.
The City shall endeavor to give the Contractor written notice of the breach of warranty within
thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the
Contractor, and purchase conforming deliverables from other sources. In such event, the
Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
Contractor shall assist and cooperate with the City to the fullest extent to enforce such
manufac
22. WARRANTY SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules
or regulations.
A. The 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. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the Acceptance Date. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
this section.
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
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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 Contractor
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay
accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final
payment, the City may deduct such amounts as are necessary to compensate the City for the
diminished value of the defective or non-conforming deliverables. If the acceptance occurs after
final payment, such amount will be refunded to the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
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.
25. 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. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs,
s default, including, without
-
judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Cont
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.
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28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
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 three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's
compensation, loss of services, or loss of income or wages to any person (including but not
subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed
strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
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INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
32. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse affect on the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
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.
33. 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
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.
34. 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.
35. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables 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; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. 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 and
and its use of the deliverables infringes the intellectual property rights of any third party; or (ii)
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In the event of any such claim, the City shall have the right to monitor such claim or at its option
engage its own separate counsel to act as co-
is paragraph and the City makes no warranty that
the production, development, or delivery of such deliverables will not impact such warranties of
Contractor.
36. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may
require acc
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
Confidential 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 will
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 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.
37. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
title, and interest to specific inventions under such patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the
Contractor for the City and the City shall own all copyrights in and to such deliverables, provided
such deliverables ari
Should by operation of law, such deliverables not be considered works made-for-hire, the
Contractor hereby assigns to the City (and agrees to cause each of its employees providing services
to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all
worldwide right, title, and interest in and to such deliverables. With respect to such work made-
for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its
employees providing services to the City hereunder to execute, acknowledge, and deliver a work-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon
delivery of such deliverables to the City or at such other time as the City may request.
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C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask work registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign and
convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright
protection, mask work registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information
under the terms of Paragraph 37 above.
38. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
39. ADVERTISING
consent, the fact that the City has entered into the Contract, except to the extent required by law.
40. 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.
41. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
42. 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
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Interest Questionnaire.
43. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
44. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor 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.
45. 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.
46. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
47. 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.
48. 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
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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 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
costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
49. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
50. 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.
51. HOLIDAYS: The following holidays are observed by the City:
Ne
MLK Day
Memorial Day
4th of July
Labor Day
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Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
52. 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.
53. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton.
54. EQUAL OPPORTUNITY
A. Equal Employment Opportunity:
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 RFQ.
B. Americans with Disabilities Act (ADA) Compliance:
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
55. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means-
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(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
56. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
57. 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.
589. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
59. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
60. 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
insurance coverage. Respondent shall ensure compliance with
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
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to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
61. 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.
62. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day.
63. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
64. 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,
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.
65. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
66. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
RFP #6048
DocuSign Envelope ID: 9A71ECB7-6F8A-43AB-AE0A-B8991A63729F
EXHIBIT 3
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents
3.
4. Purchase order
5. Supplier terms and conditions
RFP #6048
DocuSign Envelope ID: 9A71ECB7-6F8A-43AB-AE0A-B8991A63729F
EXHIBIT 3
Exhibit D
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish an original notarized Certificate of Interest Parties
before the contract is awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Sign and notarize the Form 1295
6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
RFP #6048
DocuSign Envelope ID: 9A71ECB7-6F8A-43AB-AE0A-B8991A63729F
EXHIBIT E
DocuSign Envelope ID: 9A71ECB7-6F8A-43AB-AE0A-B8991A63729F
EXHIBIT E
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EXHIBIT E
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EXHIBIT E
DocuSign Envelope ID: 9A71ECB7-6F8A-43AB-AE0A-B8991A63729F
EXHIBIT E
XXXXXXXXXXXXXXX
DocuSign Envelope ID: 9A71ECB7-6F8A-43AB-AE0A-B8991A63729F
EXHIBIT E
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EXHIBIT E
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EXHIBIT E
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EXHIBIT E
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EXHIBIT E
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DocuSign Envelope ID: 9A71ECB7-6F8A-43AB-AE0A-B8991A63729F
EXHIBIT E
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EXHIBIT E
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EXHIBIT E
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Certificate Of Completion
Envelope Id: 9A71ECB76F8A43ABAE0AB8991A63729FStatus: Completed
Subject: City Council Docusign Item -6048 MIDWEST VETERINARY SUPPLY INC
Source Envelope:
Document Pages: 37Signatures: 5Envelope Originator:
Certificate Pages: 6Initials: 0Robyn Forsyth
AutoNav: Enabledrobyn.forsyth@cityofdenton.com
EnvelopeId Stamping: EnabledIP Address: 129.120.6.150
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: OriginalHolder: Robyn ForsythLocation: DocuSign
6/15/2016 6:55:56 AM robyn.forsyth@cityofdenton.com
Signer EventsSignatureTimestamp
Robyn ForsythSent: 6/15/2016 7:01:58 AM
Completed
robyn.forsyth@cityofdenton.comViewed: 6/15/2016 7:02:09 AM
BuyerSigned: 6/15/2016 7:02:58 AM
Using IP Address: 129.120.6.150
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jeff BurkhamerSent: 6/15/2016 7:03:01 AM
jeff.burkhamer@midwestvet.netResent: 6/16/2016 6:22:36 AM
Jeff BurkhamerResent: 6/16/2016 12:20:37 PM
Security Level: Email, Account Authentication Viewed: 6/15/2016 7:41:10 AM
Using IP Address: 72.21.229.234
(Optional)
Signed: 6/16/2016 12:59:01 PM
Electronic Record and Signature Disclosure:
Accepted: 6/15/2016 7:41:10 AM
ID: 5491145a-9f01-41dc-b769-b3708f35e2ee
John KnightSent: 6/16/2016 12:59:07 PM
john.knight@cityofdenton.comViewed: 6/16/2016 1:21:46 PM
Deputy City AttorneySigned: 6/16/2016 1:22:01 PM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Karen E. SmithSent: 6/16/2016 1:22:04 PM
karen.smith@cityofdenton.comResent: 6/22/2016 6:12:17 AM
Assistant Purchasing ManagerViewed: 6/21/2016 2:17:06 PM
City of DentonSigned: 6/22/2016 6:14:42 AM
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication Freeform Signing
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Signer EventsSignatureTimestamp
George C. CampbellSent: 6/22/2016 6:14:47 AM
george.campbell@cityofdenton.comViewed: 6/22/2016 1:48:14 PM
City ManagerSigned: 6/22/2016 1:49:05 PM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jennifer WaltersSent: 6/22/2016 1:49:09 PM
jennifer.walters@cityofdenton.comViewed: 6/23/2016 7:08:18 AM
City SecretarySigned: 6/23/2016 7:08:30 AM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
In Person Signer EventsSignatureTimestamp
Editor Delivery EventsStatusTimestamp
Agent Delivery EventsStatusTimestamp
Intermediary Delivery EventsStatusTimestamp
Certified Delivery EventsStatusTimestamp
Carbon Copy EventsStatusTimestamp
Julia WinkleySent: 6/16/2016 12:59:05 PM
julia.winkley@cityofdenton.comViewed: 6/16/2016 12:59:55 PM
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Sherri ThurmanSent: 6/16/2016 12:59:05 PM
sherri.thurman@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jane RichardsonSent: 6/22/2016 6:14:46 AM
jane.richardson@cityofdenton.comViewed: 6/22/2016 6:18:17 AM
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Robin FoxSent: 6/22/2016 6:14:46 AM
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Carbon Copy EventsStatusTimestamp
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 11:39:51 AM
ID: 04463961-03db-4c4d-9228-d660d6146ed6
Jennifer BridgesSent: 6/23/2016 7:08:34 AM
jennifer.bridges@cityofdenton.comViewed: 6/23/2016 11:18:03 AM
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jane RichardsonSent: 6/23/2016 7:08:35 AM
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
David HildebrandSent: 6/23/2016 7:08:37 AM
David.hildebrand@cityofdenton.comViewed: 6/23/2016 7:09:37 AM
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Notary EventsTimestamp
Envelope Summary EventsStatusTimestamps
Envelope SentHashed/Encrypted6/23/2016 7:08:37 AM
Certified DeliveredSecurity Checked6/23/2016 7:08:37 AM
Signing CompleteSecurity Checked6/23/2016 7:08:37 AM
CompletedSecurity Checked6/23/2016 7:08:37 AM
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
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Unless you tell us otherwise in accordance with the procedures described herein, we will provide
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To confirm to us that you can access this information electronically, which will be similar to
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please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
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Until or unless I notify City of Denton as described above, I consent to receive from
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DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit 4
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND
INTERVET, INC., DBA MERCK ANIMAL HEALTH
Contract 6048
THIS CONTRACT is made and entered into this date June 21, 2016 by and between
INTERVET, INC., DBA MERCK ANIMAL HEALTH a corporation, whose address is 10488
th
South 136 St, Omaha Nebraska hereinafter referred to as "Supplier," and the CITY OF
DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be
effective upon approval of the Denton City Council and subsequent execution of this Contract by
the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
RFP # 6048, Animal Health
Products, a copy of which is on file at the office of Purchasing Agent and incorporated herein for
all purposes. The Contract consists of this written agreement and the following items which are
attached hereto, or on file, and incorporated herein by reference:
(a) Special Terms and Conditions ;
(b) 6048 (on file at the office of the Purchasing
Agent);
(c) City of Denton Standard Terms and Conditions C;
(d) Certificate of Interested Parties Electronic Filing
(e) (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
RFP #6048
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit 4
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
SUPPLIER:_________________
BY: ________________________
AUTHORIZED SIGNATURE
Date:____________________
Name:___________________
Title:____________________
Phone Number: ___________
Email ________________________
_________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY: _____________________________
GEORGE C. CAMPBELL, CITY MANAGER
BY: __________________________________ Date:________________________
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: _______________________________
RFP #6048
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit 4
Exhibit A
Special Terms and Conditions
The Quantities indicated on Exhibit E are estimates based upon the best available information.
The City reserves the right to increase or decrease the quantities to meet its actual needs without
any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis.
Product Changes During Contract Term
The supplier shall not change specifications during the contract term without prior approval. Any
deviation in the specifications or change in the product must be approved in advance by the City
of Denton. Notice of a change shall be submitted in writing to
dentonpurchasing@cityofdenton.com, with the above file number in the subject line, for review.
Products found to have changed specifications without notification, and acceptance, will be
Authorized Distributor
The supplier shall be the manufacturer or authorized distributor of the proposed products. The
representative as needed by the City.
Contract Terms
The contract term will be one (1) year, effective from date of award. The City and the Supplier
shall have the option to renew this contract for an additional two (2) one-year periods.
The contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council, unless either party
notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the
contract may be further extended as needed, not to exceed a total of six (6) months.
Price Escalation and De-escalation
The City will implement an escalation/de-escalation price adjustment semi-annually. The
escalation/de-escalation will be based upon on the, U.S Department of Labor, Bureau of Labor
Statistics, Producer Price Index (PPI) for medical equipment and supplies manufacturing
(PCU3391). The price will be increased or decreased based upon the semi-annual percentage
price list. The price adjustment will be determined quarterly from
the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then
the stated eligible bid prices shall be adjusted in accordance with the published price change. It is
the suppliers responsibility to request a price adjustment semi-annually in writing. If no request
is made, then it will be assumed that the bid price will be in effect. The supplier must submit or
make available the manufacturers pricing sheet used to calculate the bid proposal, to
participate in the escalation/de-escalation clause.
Total Contract Amount
The contract total shall not exceed $105,000, over three years. Pricing shall be per Exhibit E
attached.
RFP #6048
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit 4
Delivery Lead Time
Product or services shall be delivered to the City within three business days, following order
being placed, as noted in Exhibit E.
RFP #6048
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit 4
Exhibit C
City of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
Supplier. No Terms and Conditions contained in
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
-of-way.
1. . The Contractor shall fully and timely provide all
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list showing
the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly
address and purchase order or purchase release number and the price agreement number if
applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the
number of the container bearing the packing list. The Contractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all
the requirements of common carriers and any applicable specification. The City's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives and accepts the deliverables.
RFP #6048
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit 4
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
Conditions. Unless otherwise stated
all delivery and transportation charges. The City shall have the right to designate what method of
transportation shall be used to ship the deliverables. The place of delivery shall be that set forth
the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non-conforming deliverables. If the City
furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non-complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cure and may then make a conforming tender
within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
hereby releases and holds the City harmless from and against any liability or claim for damages of
any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
es.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
RFP #6048
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit 4
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor,
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
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
address and, if applicable, the tax identification number on the invoice must exactly match the
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
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A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days o
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to
provide, are filed or reasonable evidence indicating probable filing of such claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the propert
which is not covered by insurance required to be provided by the Contractor;
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or liquidated damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with
all required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
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
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
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negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
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 failure of the Contractor to comply with the Contract or the
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
under the City
other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
17. 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. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five 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.
All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater.
If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel
costs, must be borne by the Contractor which must be payable within five (5) business days of
receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
d to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
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 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
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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 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.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
20. WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
harmless from and against all adverse title claims to the deliverables.
21. WARRANTY DELIVERABLES: The Contractor warrants and represents that all
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deliverables sold the City under the Contract shall be free from defects in design, workmanship or
manufacture, and conform in all material respects to the specifications, drawings, and descriptions
in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and
conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations,
and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall
be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. 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.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the date of acceptance of the deliverables or from the date of acceptance of any replacement
deliverables. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables,
or replace the non-conforming deliverables with fully conforming deliverabl
and at no additional cost to the City. All costs incidental to such repair or replacement, including
but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor.
The City shall endeavor to give the Contractor written notice of the breach of warranty within
thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the
Contractor, and purchase conforming deliverables from other sources. In such event, the
Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
, the
Contractor shall assist and cooperate with the City to the fullest extent to enforce such
22. WARRANTY SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules
or regulations.
A. The 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. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the Acceptance Date. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
of
this section.
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
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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 Contractor
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay
accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final
payment, the City may deduct such amounts as are necessary to compensate the City for the
diminished value of the defective or non-conforming deliverables. If the acceptance occurs after
final payment, such amount will be refunded to the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
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.
25. 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. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
ten (10) d
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs,
-
judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
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.
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28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thi
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
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 three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's
compensation, loss of services, or loss of income or wages to any person (including but not
limited to the agents, officers and employees of the City, the Contractor, the Con
subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed
strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
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INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
32. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse affect on the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
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.
33. 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
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.
34. 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.
35. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables 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; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. 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 and
and its use of the deliverables infringes the intellectual property rights of any third party; or (ii)
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In the event of any such claim, the City shall have the right to monitor such claim or at its option
engage its own separate counsel to act as co-
is paragraph and the City makes no warranty that
the production, development, or delivery of such deliverables will not impact such warranties of
Contractor.
36. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may
require acc
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
Confidential 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 will
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 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.
37. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
title, and interest to specific inventions under such patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the
Contractor for the City and the City shall own all copyrights in and to such deliverables, provided
such deliverables ari
Should by operation of law, such deliverables not be considered works made-for-hire, the
Contractor hereby assigns to the City (and agrees to cause each of its employees providing services
to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all
worldwide right, title, and interest in and to such deliverables. With respect to such work made-
for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its
employees providing services to the City hereunder to execute, acknowledge, and deliver a work-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon
delivery of such deliverables to the City or at such other time as the City may request.
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C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask work registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign and
convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright
protection, mask work registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information
under the terms of Paragraph 37 above.
38. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
39. ADVERTISING
consent, the fact that the City has entered into the Contract, except to the extent required by law.
40. 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.
41. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
42. 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
RFP #6048
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit 4
Interest Questionnaire.
43. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
44. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor 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.
45. 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.
46. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
47. 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.
48. 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
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DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit 4
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 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
wn costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
49. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
50. 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.
51. HOLIDAYS: The following holidays are observed by the City:
MLK Day
Memorial Day
4th of July
Labor Day
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Exhibit 4
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
52. 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.
53. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton.
54. EQUAL OPPORTUNITY
A. Equal Employment Opportunity:
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 RFQ.
B. Americans with Disabilities Act (ADA) Compliance:
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
55. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means-
RFP #6048
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit 4
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
56. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
57. 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.
58. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
59. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
60. 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
insurance coverage. Respondent shall ensure compliance with
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
RFP #6048
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit 4
to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
61. 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.
62. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day.
63. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
64. 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
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.
65. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
66. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
RFP #6048
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Exhibit 4
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents
3.
4. Purchase order
5. Supplier terms and conditions
RFP #6048
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit 4
Exhibit D
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish an original notarized Certificate of Interest Parties
before the contract is awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Sign and notarize the Form 1295
6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
RFP #6048
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
RFP 6048- Supply of Animal Health Products for City of DentonÓs Animal
Services Shelter
Merck Animal Health
Lauren Odum
616 Truman Rd
Lantana, TX 76226
(214) 693-2218
(940) 725-3086
www.merck-animal-health-usa.com
Lauren.Odum@merck.com
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
Respondent's Business Name:Merck Animal Health
Principal Place of Business (City and State)
Madison, NJ
RFP 6048 - Pricing Sheet for Supply of Animal Health Products for City of Denton Animal Shelter
The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format.
Product Proposal Pricing (PRICING SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED F.O.B DESTINATION):
Estimated
ESTIMATED
ANNUAL Delivery ARO
Item #
UOMProduct DescriptionPreferred Brand, or equal
QUANTITY
(Days)
Unit Price Extended Price
Veterinary Clinic Supplies:
SECTION A - Otics
OTI SOOTHE EAR CLEAN+CUCUMBER MELON
CEVA ANIMAL HEALTH INC.
15EA
16OZ
$ -
OTOMAX OINTMENT BOTTLE (RX) 215GM/8OZMERCK ANIMAL HEALTH
21EA
$ -
SECTION B - Cleaners
CLIPPER DISTRIBUTING CO LLC (Accel
ACCEL CONCENTRATE 55GAL
39EA
brand only)
$ -
SECTION C - Surgical
ACEPROMAZINE INJ 10MG (RX) 50MLPHOENIX PHARM INC.
426EA$ -
APPOSE STAPLER 35WIDE 8886803712COVIDIEN
51EA
$ -
AUTOCLAVE BAG 3.5"X9" 200S MPP100520GSMEDLINE INDUSTRIES
61EA
$ -
AUTOCLAVE BAG 5.25"X10" 200S MPP100525GSMEDLINE INDUSTRIES
71EA
$ -
AUTOCLAVE CLEANER SPEEDCLEAN 16OZMIDMARK
86EA
$ -
BOSTON ROUND+YORKER CAP 16OZ EACHVIAPAC
91EA
$ -
CANINE HEARTWORM RAPID TST 100S 200-1502ABAXIS INC ("Anigen" brand only)
101EA
$ -
CHLORADINE SCRUB 2% GALASPEN VET
115EA
$ -
CHLORHEXIDINE SOLUTION 2% GALASPEN VET
127EA
$ -
COMPLY LEADFREE STEAM INDICATR TAPE 1/2"3-M
133EA
$ -
DIP QUICK STAIN #2 500ML J0322A2JORGENSEN LABORATORIES
141EA
$ -
DRAPE SURGICAL DISP BLUE 36"X100YD J0258JORGENSEN LABORATORIES
154EA
$ -
ENDO TUBE PVC CUFFED 10.5MM J0149LJORGENSEN LABORATORIES
161EA
$ -
ENDOTRACH TUBE AIRCARE CUFFED 10.0MMSMITHS MEDICAL ASD INC.
172EA
$ -
ENDOTRACH TUBE AIRCARE CUFFED 3.0MMSMITHS MEDICAL ASD INC.
183EA
$ -
ENDOTRACH TUBE AIRCARE CUFFED 3.5MMSMITHS MEDICAL ASD INC.
193EA
$ -
ENDOTRACH TUBE AIRCARE CUFFED 4.0MMSMITHS MEDICAL ASD INC.
203EA
$ -
ENDOTRACH TUBE AIRCARE CUFFED 4.5MMSMITHS MEDICAL ASD INC.
212EA
$ -
ENDOTRACH TUBE AIRCARE CUFFED 5.0MMSMITHS MEDICAL ASD INC.
223EA
$ -
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
XXXXXXXXX
Exhibit 1 Respondent's Business Name:Merck Animal Health
Principal Place of Business (City and State)
Madison, NJ
RFP 6048 - Pricing Sheet for Supply of Animal Health Products for City of Denton Animal Shelter
The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format.
Product Proposal Pricing (PRICING SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED F.O.B DESTINATION):
Estimated
ESTIMATED
ANNUAL Delivery ARO
Item #
UOMProduct DescriptionPreferred Brand, or equal
QUANTITY
(Days)
Unit Price Extended Price
ENDOTRACH TUBE AIRCARE CUFFED 5.5MMSMITHS MEDICAL ASD INC.
232EA
$ -
ENDOTRACH TUBE AIRCARE CUFFED 6.0MMSMITHS MEDICAL ASD INC.
243EA
$ -
ENDOTRACH TUBE AIRCARE CUFFED 6.5MMSMITHS MEDICAL ASD INC.
252EA
$ -
ENDOTRACH TUBE AIRCARE CUFFED 7.0MMSMITHS MEDICAL ASD INC.
263EA
$ -
ENDOTRACH TUBE AIRCARE CUFFED 7.5MMSMITHS MEDICAL ASD INC.
272EA
$ -
ENDOTRACH TUBE AIRCARE CUFFED 8.0MMSMITHS MEDICAL ASD INC.
283EA
$ -
ENDOTRACH TUBE AIRCARE CUFFED 8.5MMSMITHS MEDICAL ASD INC.
292EA
$ -
ENDOTRACH TUBE AIRCARE CUFFED 9.0MMSMITHS MEDICAL ASD INC.
302EA
$ -
F/AIR CANISTER 80120A. M. BICKFORD INC.
3124EA
$ -
FECASOL GALLON 411470VETOQUINOL USA
321EA
$ -
HYDROGEN PEROXIDE 3% GALASPEN VET
336EA
$ -
IMMERSION OIL MED VISCOSITY 120ML J0326AJORGENSEN LABORATORIES
341EA
$ -
INSTRUMENT MILK CONCENTRATE GAL J0648JORGENSEN LABORATORIES
351EA
$ -
ISOFLURANE (RX) 250MLCLIPPER DISTRIBUTING CO LLC
3624EA
$ -
ISOPROPYL ALCOHOL 70% GALASPEN VET
373EA
$ -
IV SET SER A PRIM 78" 15DR 32065-46ABBOTT LABORATORIES
381EA
$ -
KIMWIPES 280SKIMBERLY-CLARK INC
395EA
$ -
LACTATED RINGER INJ AAH BAG(RX)14X1000MLABBOTT LABORATORIES
402EA
$ -
SODA LIME BUCKET 5GAL J0553BJORGENSEN LABORATORIES
412EA
$ -
SODIUM CHLORIDE INJ .9% AAH (RX) 250MLABBOTT LABORATORIES
421EA
$ -
STERILE SALINE SOLUTION .9% (RX) 250MLASPEN VET
436EA
$ -
STERILE WATER FOR INJECTION (RX) 250MLASPEN VET
446EA
$ -
SURGICAL BLADE CARBON STRL#10 50S 371110BARD PARKER
458EA
$ -
SURGICAL BLADE CARBON STRL#15 50S 371115BARD PARKER
468EA
$ -
URINE SEDIMENT STAIN 15ML J0326UJORGENSEN LABORATORIES
471EA
$ -
VET-10 URINE REAGENT STRIP 100S J0630XJORGENSEN LABORATORIES
481EA
$ -
VETBOND TISSUE ADHESIVE 3ML 1469SB3-M
493EA
$ -
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
Respondent's Business Name:Merck Animal Health
Principal Place of Business (City and State)
Madison, NJ
RFP 6048 - Pricing Sheet for Supply of Animal Health Products for City of Denton Animal Shelter
The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format.
Product Proposal Pricing (PRICING SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED F.O.B DESTINATION):
Estimated
ESTIMATED
ANNUAL Delivery ARO
Item #
UOMProduct DescriptionPreferred Brand, or equal
QUANTITY
(Days)
Unit Price Extended Price
VIAL PLASTIC REV CAP 8DR GREEN 410SFIVE STAR SUPPLIES CORPORATION
501EA
$ -
SECTION D - Grooming
BLADE WASH 18OZ 076300-103-000JARDEN CONSUMER/SUNBEAM
511EA$ -
CLIPPER AID SPRAY DISINFECTANT 16OZJARDEN CONSUMER/SUNBEAM
521EA$ -
KOOL LUBE SPRAY 14OZ 076300-101-004JARDEN CONSUMER/SUNBEAM
531EA$ -
KWIK STOP STYPTIC POWDER 14GM 0.5OZGIMBORN PET SPECIALTIES
543EA$ -
SECTION E - Antibiotics
AMOXI CLAV POTAS TAB 200MG;28.5MG(RX)20STEVA PHARMACEUTICALS USA INC
555EA$ -
AMOXI CLAV POTASS TAB 400MG;57MG(RX)20STEVA PHARMACEUTICALS USA INC
565EA$ -
AMOXI CLAV POTASS TAB 875MG;125MG(RX)20SAUROBINDO PHARMA LIMITED
575EA$ -
AMOXICILLIN CAPSULE 250MG (RX) 500SVIRTUS PHARMACEUTICALS LLC
582EA$ -
AMOXICILLIN CAPSULE 500MG (RX) 500SAUROBINDO PHARMA LIMITED
592EA$ -
GENTACALM SPRAY (RX) 120MLDECHRA VETERINARY PRODUCTS, LLC
603EA$ -
PEN AQUEOUS (PEN G) 250MLASPEN VET
616EA$ -
CEFPODOXIME PROXET TAB 100MG(RX)100S VETPUTNEY, INC.
621EA$ -
CEFPODOXIME PROXET TAB 200MG(RX)100S VETPUTNEY, INC.
631EA$ -
CEPHALEXIN CAPSULE 250MG (RX) 500SVIRTUS PHARMACEUTICALS LLC
642EA$ -
CEPHALEXIN CAPSULE 500MG (RX) 500SWEST-WARD PHARMACEUTICAL CORP
652EA$ -
POLYFLEX INJ (RX) 25GMBOEHRINGER INGELHEIM
662EA$ -
CIPROFLOXACIN TABLET 250MG (RX) 100SPACK PHARMACEUTICALS LLC
671EA$ -
CIPROFLOXACIN TABLET 500MG (RX) 100SPACK PHARMACEUTICALS LLC
681EA$ -
CLINDA GUARD DROPS (RX) 20MLASPEN VET
693EA$ -
CLINDAMYCIN HCL CAPSULE 75MG (RX) 200SLANNETT COMPANY INC.
701EA$ -
SECTION F - Other Veterinary Pharmaceuticals
ATROPINE INJ SML ANIMAL 0.5MG(RX)100MLCLIPPER DISTRIBUTING CO LLC
715EA$ -
BUPIVACAINE HCL INJ 5MG/ML (RX) 50MLHOSPIRA INC
726EA$ -
CARPROFEN CAPLET 100MG (RX) 180SPUTNEY, INC.
733EA$ -
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
xxxxXXXXXXXXXX
XXXXXXXXXX
E Respondent's Business Name:Merck Animal Health
Principal Place of Business (City and State)
Madison, NJ
RFP 6048 - Pricing Sheet for Supply of Animal Health Products for City of Denton Animal Shelter
The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format.
Product Proposal Pricing (PRICING SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED F.O.B DESTINATION):
Estimated
ESTIMATED
ANNUAL Delivery ARO
Item #
UOMProduct DescriptionPreferred Brand, or equal
QUANTITY
(Days)
Unit Price Extended Price
CARPROFEN CAPLET 25MG (RX) 180SPUTNEY, INC.
743EA$ -
CARPROFEN CAPLET 75MG (RX) 180SPUTNEY, INC.
753EA$ -
COUGH TABLET 1000SCREATIVE SCIENCE LLC
762EA$ -
DEPO MEDROL 20MG/ML (RX) 20MLZOETIS, INC.
772EA$ -
DERMA VET OINTMENT 2.5MG (RX) 30MLMED-PHARMEX INC.
782EA$ -
DEXASONE INJECTION 4MG/ML (RX) 100MLASPEN VET
792EA$ -
EPINEPHRINE INJECTION 1MG/ML (RX) 30MLAMPHASTAR PHARMACEUTICALS INC.
801EA$ -
KETOCONAZOLE PLUS FLUSH 12OZCLINICS CHOICE
8110EA$ -
KETOCONAZOLE TABLET 200MG (RX) 100STARO PHARMACEUTICALS USA, INC.
821EA$ -
LIDOCAINE HCL 2% (RX) 100MLASPEN VET
832EA$ -
MELOXIDYL ORAL SUSP 1.5MG/ML (RX) 100MLCEVA ANIMAL HEALTH INC.
843EA$ -
METRONIDAZOLE TABLET 250MG (RX) 500SHERITAGE PHARMACEUTICALS INC
852EA$ -
METRONIDAZOLE TABLET 500MG (RX) 500SHERITAGE PHARMACEUTICALS INC
862EA$ -
DOXYCYCLINE HCL CAPSULE 100MG (RX) 500SRANBAXY PHARMACEUTICALS *see note
872EA$ -
NON SPERMICIDAL STERILE LUBE JELLY 5OZFIRST PRIORITY INC.
881EA$ -
PANACUR SUSPENSION 10% (RX) LITERMERCK ANIMAL HEALTH
891EA$ -
PILL POCKETS CHICKEN CAP 7.9OZ 10085268NUTRO COMPANY
9012EA$ -
PRAZIQUANTEL INJ 56.8MG/ML (RX) 50MLTEVA ANIMAL HEALTH INC
913EA$ -
PYRANTEL PAMOATE SUSP 50MG 32OZNEOGEN CORPORATION
924EA$ -
VITA JEC B COMPLEX FORTIFIED 250MLASPEN VET
931EA$ -
VITA JEC B12 3000MCG (RX) 100MLASPEN VET
941EA$ -
Activyl Large Dog 6pkMERCK ANIMAL HEALTH
9510EA$ -
VITA JEC K1 INJ 10MG/ML (RX) 100MLASPEN VET
961EA$ -
SECTION G - Bandage, Tape, Gauze, and Needles
COTTON BALL N/S MEDIUM 2000S 801DUKAL CORPORATION
971EA$ -
COTTON TIP APPLICATR+WD STEM 100S J0195JORGENSEN LABORATORIES
983EA$ -
NEEDLE HYPO 18X1 100S AH+1825NIPRO MEDICAL CORP
996EA$ -
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
xxxxxxxxx
Respondent's Business Name:Merck Animal Health
Principal Place of Business (City and State)
Madison, NJ
RFP 6048 - Pricing Sheet for Supply of Animal Health Products for City of Denton Animal Shelter
The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format.
Product Proposal Pricing (PRICING SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED F.O.B DESTINATION):
Estimated
ESTIMATED
ANNUAL Delivery ARO
Item #
UOMProduct DescriptionPreferred Brand, or equal
QUANTITY
(Days)
Unit Price Extended Price
NEEDLE HYPO 20X1 100S AH+2025NIPRO MEDICAL CORP
1006EA$ -
NEEDLE HYPO 22X3/4 100S AH+2219NIPRO MEDICAL CORP
1016EA$ -
NEEDLE HYPO 25X5/8 100S AH+2516NIPRO MEDICAL CORP
1026EA$ -
SYRINGE 10CC LS 100S JD+10S-WEINIPRO MEDICAL CORP
1033EA$ -
SYRINGE 3CC+22X1 LS 100S JD+03S2225NIPRO MEDICAL CORP
10485EA$ -
SYRINGE 5CC LS LF 100S JD+05SNIPRO MEDICAL CORP
1055EA$ -
SYRINGE DISP 12CC LL 80S 8881512878COVIDIEN
1061EA$ -
SYRINGE DISP 20CC LL 50S 8881520657COVIDIEN
1071EA$ -
SYRINGE TB 1CC+25X5/8 100S JD+01T2516NIPRO MEDICAL CORP
10824EA$ -
Gauze 4X4 Case (10 bags of 200 sheets)
10910EA$ -
ZONAS POROUS TAPE 1"X10YD 12S 005104ASSOCIATED MARKET SERVICES INC.
1101EA$ -
SECTION H - Suture
MONOSWIFT PS SUTURE 3/0 PFS-1 12S PS0942CLIPPER DISTRIBUTING CO LLC
11120EA$ -
POLY DOX CASSETTE 0 25M SMC10CLIPPER DISTRIBUTING CO LLC
1121EA$ -
POLY DOX CASSETTE 2/0 25M SMC20CLIPPER DISTRIBUTING CO LLC
1132EA$ -
SECTION I - Opthalmic
NEO POLY B BACIT ZN OPHTH OINT(RX)3.5GMAKORN, INC.
11410EA$ -
NEO POLY DEX OPHTH SUSP (RX) 5MLFALCON PHARMACEUTICALS
1154EA$ -
PROPARACAINE HCL OPHTH SOL 0.5%(RX) 15MLAKORN, INC.
1161EA$ -
PURALUBE VET OPHTHALMIC OINTMENT 3.5GMDECHRA VETERINARY PRODUCTS, LLC
11710EA$ -
SECTION J - Miscellaneous
MICROSCOPE COVER SLIP 22x22CM 100S J0336JORGENSEN LABORATORIES
1183EA$ -
MICROSCOPE SLIDE CLEAR 72S J0335JORGENSEN LABORATORIES
1192EA$ -
SHARPS CONTAINER MEDIUM 8 QUART 676285COVIDIEN
1206EA$ -
SECTION K - Vaccines
NOBIVAC 3-RABIES 5X10MLMERCK ANIMAL HEALTH
12140EA$ -
NOBIVAC CANINE 1-DAPPV 25X1DSMERCK ANIMAL HEALTH
122140EA$ -
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
xxxxxxxx
xxxxxxxxx
Respondent's Business Name:Merck Animal Health
Principal Place of Business (City and State)
Madison, NJ
RFP 6048 - Pricing Sheet for Supply of Animal Health Products for City of Denton Animal Shelter
The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format.
Product Proposal Pricing (PRICING SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED F.O.B DESTINATION):
Estimated
ESTIMATED
ANNUAL Delivery ARO
Item #
UOMProduct DescriptionPreferred Brand, or equal
QUANTITY
(Days)
Unit Price Extended Price
TRI HEART PLUS 136MCG GREEN (RX) 10X6TABMERCK ANIMAL HEALTH
12312EA$ -
TRI HEART PLUS 272MCG BROWN (RX) 10X6TABMERCK ANIMAL HEALTH
12412EA$ -
TRI HEART PLUS 68MCG BLUE (RX) 10X6TABMERCK ANIMAL HEALTH
12512EA$ -
SECTION L - Indentification Microchips
Microchip with ShelterPro Interface, including user-
HOME AGAIN brand only$ 9.99
1263,500EA
friendly applicator
$34,965.003 days
Kennel Supplies:
SECTION K - Kennel Veterinary Supplies
ACEPROMAZINE INJ 10 MG (RX) 50 MLPHOENIX PHARM INC.
12716EA
$ -
ACTIVYL CAT <9LB ORANGE 6X6MERCK ANIMAL HEALTH
1284EA
$ -
ACTIVYL TICK PLUS DOG 88-132LB GRN 6X6MERCK ANIMAL HEALTH
1294EA
$ -
ANASED INJECT 100MG/ML (RX) 50 MLAKORN, INC.
13016EA
$ -
GOWN ISOLATION OS NS XL YEL 50S 301XLDUKAL CORPORATION
13114EA
$ -
GOWN ISOLATION OS NS YEL 50S 301DUKAL CORPORATION
13220EA
$ -
NEEDLE 18X1 TW 100S NN 1825RNIPRO MEDICAL CORP
1336EA
$ -
NEEDLE 18X1.5" TW 100S NN 1838RNIPRO MEDICAL CORP
1346EA
$ -
NEEDLE 20X1" RW SUR-VET 100S 100204NIPRO MEDICAL CORP
1356EA
$ -
NOBIVAC CANINE 1-DAPPV 25X1DSMERCK ANIMAL HEALTH
136125EA
$ -
NOBIVAC FELINE 1-HCP 25X1DSMERCK ANIMAL HEALTH
137125EA
$ -
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
xxxxxxxxx
xxxxxxxxx
Respondent's Business Name:Merck Animal Health
Principal Place of Business (City and State)
Madison, NJ
RFP 6048 - Pricing Sheet for Supply of Animal Health Products for City of Denton Animal Shelter
The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format.
Product Proposal Pricing (PRICING SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED F.O.B DESTINATION):
Estimated
ESTIMATED
ANNUAL Delivery ARO
Item #
UOMProduct DescriptionPreferred Brand, or equal
QUANTITY
(Days)
Unit Price Extended Price
NOBIVAC INTRA TRAC 3 25X1MLMERCK ANIMAL HEALTH
13865EA
$ -
SHARPS CONTAINER+HINGED LID 8 GAL 8980COVIDIEN
13912EA
$ -
SHOE COVER NON CONDUCTIVE 150 PAIR 2131DYNAREX
14010EA
$ -
SHOE COVER NON SKID BLUE XL 100SMEDLINE INDUSTRIES
14114EA
$ -
SYRINGE 3CC+22X1 LL LF 100S JD+03L2225NIPRO MEDICAL CORP
142110EA
$ -
SYRINGE 10CC LL 100S SS-10LNIPRO MEDICAL CORP
14310EA
$ -
SYR TB 1CC W/O NEEDLE LS 100S SS-01TNIPRO MEDICAL CORP
14495EA
$ -
SYRINGE ORAL MED 3CC 100S 8881903002NIPRO MEDICAL CORP
14560EA
$ -
TOTAL$ 34,965.00
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
City of Denton
RFP for Supply of Animal Health Products
SOLICITATION CHECKLIST
Check
when Task to be Completed by Respondent
Completed
X Exhibit 1 Î Pricing sheet
X Review Exhibit 2 Î General Provisions and Terms and Conditions
X Review Exhibit 3 Î Scope of Work/Technical Specifications
X Review Exhibit 4 Î Technical Drawings and Plans (if applicable)
X Submission of Exhibit 5 Î FTP Site Form (if applicable)
X Review Exhibit 6 Î Federal Grant Requirements (if applicable)
X Cover sheet
X Solicitation number
X Solicitation name
X Firm name
X Firm address
X Contact name
X Contact phone
X Contact fax
X Website address
X Contact email address
X Solicitation Checklist
X Attachment A- Business Overview Questionnaire
X Document how firm meets minimum qualifications (Section 3)
X Detail to support evaluation criteria
X Attachment B Î Exception Form
X Attachment C Î Safety Record Questionnaire (if applicable)
X Attachment D Î Reference Form
X Attachment E Î Conflict of Interest Questionnaire Form Î with signature
X Attachment F - Acknowledgment
X Acknowledgment of Addenda
X Submission signed by authorized officer, in the order specified below
Hard Copy Submission: If submitting a hard copy, the City requires one (1) original and
three (3) copies, with the pricing sheet submitted electronically in excel or emailed in excel
to Ebids@cityofdenton.com with the Solicitation # and name in the subject line.
X Electronic Submission: If submitting an electronic proposal only, email to
Ebids@cityofdenton.com with the Solicitation # and name in the subject line. The pricing
sheet (Exhibit 1) must be in excel format.
Submit response, with tabs marking each section, in the following order:
Order for
Document
Submission
1 Cover Sheet
2 Pricing Sheet Î Exhibit 1
3 Solicitation Checklist
4 Attachment A- Business Overview Questionnaire
5 Attachment B Î Exception Form
6 Attachment C Î Safety Record Questionnaire (if applicable)
7 Attachment D Î Reference Form
8 Attachment E Î Conflict of Questionnaire Form
9 Attachment F - Acknowledgment
RFP 6048 - Main Document Page 11 of 20
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
City of Denton
RFP for Supply of Animal Health Products
A-BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS
1. Contract Information (for formal contracting purposes):
The following information will be used to write a contract, should your firm be selected for award.
FirmÓs Legal Name: Intervet Inc dba Merck Animal Health
th
Address: 10488 S 136 St Omaha, NE 68138
Agent Authorized to sign contract (Name): Lauren Odum
AgentÓs email address: lauren.odum@merck.com
2. Subsidiary of: Merck
3. Organization Class (circle):
Partnership Corporation Individual Association
4. Tax Payer ID#: 36-4119108
5. Date Established: 1891
6. Historically Underutilized Business: Yes or No
7. Does your company have an established physical presence in the State of Texas, or the City of
Denton? Yes or No, in which? No, No
8. Please provide a detailed listing of all products and/or services that your company provides.
See attachment
9. Has your company filed or been named in any litigation involving your company and the Owner on
a contract within the last five years under your current company name or any other company name?
If so provide details of the issues and resolution if available. Include lawsuits where Owner was
involved. (Notice: Failure to disclose this information during proposal submission, and later
discovered, may result in contract termination at the OwnerÓs option.)
NA
10. Have you ever defaulted on or failed to complete a contract under your current company name or
any other company name? If so, where and why? Give name and telephone number of Owner.
NA
RFP 6048 - Main Document Page 12 of 20
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
City of Denton
RFP for Supply of Animal Health Products
11. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and
telephone number (s) of Owner (s).
NA
12. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR
1910 ÐGeneral Industry StandardsÑ and/or 29 CFR 1926 ÐGeneral Construction StandardsÑ as they
apply to your CompanyÓs customary activities?
http://www.osha.gov/pls/oshaweb/owasrch.search_form?p_doc_type=STANDARDS&p_toc
_level=1&p_keyvalue=1926
Yes
13. .Resident/Non-Resident Bidder Determination:
Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and
other governmental units from awarding contracts to a non-resident firm unless the amount of such
a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be
required to underbid in the non-resident biddersÓ state. In order to make this determination, please
provide the name, address and phone number of:
a. Responding firms principle place of business:
2 Giralda Farms
Madison, NJ 07940
b. CompanyÓs majority owner principle place of business:
th
10488 S 136 St
Omaha, NE 68138
c. Ultimate Parent CompanyÓs principle place of business:
th
10488 S 136 St
Omaha, NE 68138
RFP 6048 - Main Document Page 13 of 20
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
City of Denton
RFP for Supply of Animal Health Products
14. Provide details to support the evaluation criteria, including experience and delivery.
Merck Animal Health currently provides microchips to the City of Denton Animal Services.
HomeAgain automatically uploads registration information through the Shelter Pro software
eliminating paperwork and ensuring all adopted animals that leave the shelter are registered in
our database should they become lost.
15. Provide details on how firm meets the minimum qualifications stated in this Main document
Section 3.
a. The details must be completed on this form, and shall not point to another document in the
respondentÓs proposal.
b. Sign below and return form with final submission.
Home Again has over 25 years experience providing microchips to veterinarians and shelters.
References include:
GOVERNMENT/COMPANY NAME: City of Plano Animal Services
LOCATION: 4028 W Plano Pkwy Plano, TX 75093
CONTACT PERSON AND TITLE: Sherry Smith, Supervisor
TELEPHONE NUMBER: 972-769-4360
SCOPE OF WORK: microchips, vaccines, pharmaceutical products
CONTRACT PERIOD: 2008 to present
GOVERNMENT/COMPANY NAME: City of Richardson Animal Services
LOCATION: 1330 Columbia Rd Richardson, TX 75081
CONTACT PERSON AND TITLE: Dennis Wooten, director
TELEPHONE NUMBER: 972-744-4111
SCOPE OF WORK: microchips, vaccines, pharmaceutical products
CONTRACT PERIOD: 2009 to present
GOVERNMENT/COMPANY NAME: Dallas Animal Services
LOCATION: 1818 N Westmoreland Dallas, TX 75212
CONTACT PERSON AND TITLE: Jody Jones, Director
TELEPHONE NUMBER: 214-670-8246
SCOPE OF WORK: microchips, vaccines, pharmaceutical products
CONTRACT PERIOD: 2012 to present
Merck Animal Health is a sole source provider of Home Again microchips and has all licensure to sell in the state of
Texas, see attached letter.
RFP 6048 - Main Document Page 14 of 20
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
xxxxxxxxxxxxxxxx
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
City of Denton
RFP for Supply of Animal Health Products
xxxxxxxxxxxxxxx
ATTACHMENT C-SAFETY RECORD QUESTIONNAIRE
xxxxxxxxxxxxxxxx
Not Applicable
RFP 6048 - Main Document Page 17 of 20
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
City of Denton
RFP for Supply of Animal Health Products
xxxxxxxxxxxxxxx
ATTACHMENT D-REFERENCES
xxxxxxxxxxxxxxxx
Please list three (3) Government references, other than the City of Denton, who can verify the quality of service
your company provides. The City prefers customers of similar size and scope of work to this solicitation.
REFERENCE ONE
GOVERNMENT/COMPANY NAME: City of Plano Animal Services
LOCATION: 4028 W Plano Pkwy Plano, TX 75093
CONTACT PERSON AND TITLE: Sherry Smith, Supervisor
TELEPHONE NUMBER: 972-769-4360
SCOPE OF WORK: microchips, vaccines, pharmaceutical products
CONTRACT PERIOD: 2008 to present
REFERENCE TWO
GOVERNMENT/COMPANY NAME: City of Richardson Animal Services
LOCATION: 1330 Columbia Rd Richardson, TX 75081
CONTACT PERSON AND TITLE: Dennis Wooten, director
TELEPHONE NUMBER: 972-744-4111
SCOPE OF WORK: microchips, vaccines, pharmaceutical products
CONTRACT PERIOD: 2009 to present
REFERENCE THREE
GOVERNMENT/COMPANY NAME: Dallas Animal Services
LOCATION: 1818 N Westmoreland Dallas, TX 75212
CONTACT PERSON AND TITLE: Jody Jones, Director
TELEPHONE NUMBER: 214-670-8246
SCOPE OF WORK: microchips, vaccines, pharmaceutical products
CONTRACT PERIOD: 2012 to present
RFP 6048 - Main Document Page 18 of 20
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
xxxxxxxxxxxxxxx
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
xxxxxxxxxxxxxxx
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
Merck Animal Health (MAH)
Shelter Account Agreement - Special Agreement
Effective 03/01/2016 - 02/28/2017
CITY OF DENTON001032230002/08/2016
Account NameAccount NumberDate Created
3717 N ELM , DENTON, TX 76209Lauren Odum
Street Address, City, State, ZIPSales Rep Name
Linked Accounts:
Linked AccountShipping AddressCityStatePostal CodeSap#
No Linked Accounts Available
Products
UINFeline VaccinesPresentationPer DosePer UnitUINRabies VaccinesPresentationPer DosePer Unit
065264NOBIVAC® FELINE 1-HCP25 ds2.38 *59.50 *065441NOBIVAC® 1-RABIES5x10 ml1.4673.00
065266NOBIVAC® FELINE 1-HCPCh25 ds3.2280.50065448NOBIVAC® 3-RABIES50x1 ml1.5979.50
065265NOBIVAC® FELINE 1-HCP+FeLV25 ds8.09202.25065440NOBIVAC® 3-RABIES5x10 ml1.28 *64.00 *
065267NOBIVAC® FELINE 1-HCPCh+FeLV25 ds8.78219.50065447NOBIVAC® 3-RABIES CA50x1 ml1.5979.50
065277NOBIVAC® FELV25 ds8.00200.00065444NOBIVAC® 3-RABIES CA5x10 ml1.5979.50
054219NOBIVAC® FELINE-Bb25 ds4.10102.50077665RABIES TAG WIRE100/wire33.50
031664NOBIVAC® FELINE 3-HCP25 ds8.43210.75067631RABIES FORM NASPHV #50100/book14.70
UINCanine VaccinesPresentationPer DosePer UnitUINPharmaceuticalPresentationCategoryPer Unit
065288NOBIVAC® CANINE 1-DAPPv25 ds2.84 *71.00 *055219ORBAX® ORAL SUSPENSION6x20 mLAntibiotic138.06
065289NOBIVAC® CANINE 1-DAPPv+Cv25 ds5.27131.75058809ORBAX® Tablets (orbifloxacin)22.7 mgx250Antibiotic222.55
065290NOBIVAC® CANINE 1-DAPPvL225 ds4.16104.00058811ORBAX® Tablets (orbifloxacin)68 mgx100Antibiotic223.04
065293NOBIVAC® CANINE 1-DAPPvL2+Cv25 ds5.98149.50119750INCURIN (estriol) Tablets10 x blister (30 xEndocrine88.18
1mg)
099336NOBIVAC® CANINE 1-DAPPv+L425 ds4.10 *102.50 *
039457LEVENTA® (levothyroxine sodium)30 mLEndocrine20.77
068616NOBIVAC® LEPTO425 ds4.23105.75
127260VETSULIN®(porcine insulin zinc suspension)10 mLEndocrine23.25
099895NOBIVAC® LYME25 ds12.03300.75
067906BEUTHANASIA®-D SPECIAL100 mL vialOther49.16
065300NOBIVAC® CANINE 1-Pv25 ds3.4887.00
055134GENTOCIN DURAFILM10 X 5mLOphthalmic84.80
065284NOBIVAC® CANINE 1-Cv25 ds3.9799.25
058804OPTIMMUNE® Ophthalmic Ointment6 x 3.5 g tubesOphthalmic131.46
053260NOBIVAC® PUPPY-DPv25 ds3.7794.25
058671MOMETAMAX® Otic Suspension12 x 7.5 gOtic116.52
006772NOBIVAC® CANINE 3-DAPv25 ds8.16204.00
058669MOMETAMAX® Otic Suspension12 x 15 gOtic174.36
UINCanine Respiratory VaccinesPresentationPer DosePer Unit
058675MOMETAMAX® Otic Suspension215 gOtic166.99
054097NOBIVAC® INTRA-TRAC® KC10 ds3.4834.80
058678MOMETAMAX® Otic Suspension6 x 30 gOtic156.72
054215NOBIVAC® INTRA-TRAC® KC25 ds3.4887.00
058817OTOMAX® Ointment12 x 15 g bottlesOtic152.88
065314NOBIVAC® INTRA-TRAC®32X5 ds3.4834.80
058820OTOMAX® Ointment12 x 15 g tubesOtic152.28
065313NOBIVAC® INTRA-TRAC®325 ds2.99 *74.75 *
058821OTOMAX® Ointment12 x 7.5 g tubesOtic93.48
065310NOBIVAC® INTRA-TRAC®3150 ds3.41511.50
058824OTOMAX® Ointment215 g bottlesOtic132.86
065316NOBIVAC® INTRA-TRAC®3 ADT25 x 0.5ml3.5488.50
058825OTOMAX® Ointment6 x 30 g bottlesOtic132.30
065315NOBIVAC® INTRA-TRAC®3 ADT150 x 0.5ml3.48522.00
117223POSATEX® Otic Suspension12 x 7.5 gOtic139.92
084987NOBIVAC® CANINE FLU H3N825 ds3.6591.25
094137POSATEX® Otic Suspension12 x 15 gOtic209.52
151609Canine Influenza Vaccine H3N225 ds3.6591.25
116772POSATEX® Otic Suspension6 x 30 gOtic188.16
UINFlea Spot On for Cats and DogsPresentationMonthlyPer Unit
069269PANACUR® GRANULES1 pound jarParasitide297.33
104482Activyl® Toy Dogs/Puppies6X6X0.51 ML6.60237.59
004110PANACUR® C 1 gram10 packetsx1x3x1gParasitide35.53
112173Activyl® Small Dogs/Puppies6X6X0.77 ML6.60237.59
004111PANACUR® C 2 gram10 packetsx1x3x2gParasitide54.04
107502Activyl® Medium Dogs/Puppies6X6X1.54 ML6.60237.59
004112PANACUR® C 4 gram10 packetsx1x3x4gParasitide85.83
116338Activyl® Large Dogs/Puppies6X6X3.08 ML6.60237.59
105546SCALIBOR® Protector Band1 x 12 collarsParasitide294.00
115627Activyl® Extra Large Dogs/Puppies6X6X4.62 ML6.60237.59
052716TRI-HEART® PLUS Chew Tabs - Blue6 x 68 mgParasitide13.13
115236Activyl® Toy Dogs/Puppies22X1X0.51 ML6.60145.15
049636TRI-HEART® PLUS Chew Tabs - Green6 x 136 mgParasitide17.62
113603Activyl® Small Dogs/Puppies22X1X0.77 ML6.60145.15
073919TRI-HEART® PLUS Chew Tabs - Brown6 x 272 mgParasitide22.97
104695Activyl® Medium Dogs/Puppies22X1X1.54 ML6.60145.15
UINBravecto®PresentationPer DosePer Unit
099646Activyl® Large Dogs/Puppies22X1X3.08 ML6.60145.15
139552BRAVECTO® Toy Dogs (FLURALANER)10 x1 x 112.5mg30.25302.52
114997Activyl® Extra Large Dogs/Puppies22X1X4.62 ML6.60145.15
143323BRAVECTO® Small Dogs (FLURALANER)10 x1 x 250mg30.25302.52
044973Activyl® Kitten6X6X0.51 ML7.15257.41
128951BRAVECTO® Medium Dogs (FLURALANER)10 X 1 X 500mg30.25302.52
118926Activyl® Cats6X6X1.00 ML7.15257.41
144000BRAVECTO® Large Dogs (FLURALANER)10 X 1 X 1000mg30.25302.52
106980Activyl® Kitten22X1X0.51 ML7.15157.22
147371BRAVECTO® Extra Large Dogs10 X 1 X 1400mg30.25302.52
026072Activyl® Cats22X1X1.00 ML7.15157.22(FLURALANER)
111632Activyl® TICK PLUS Toy Dogs/Puppies6X6X0.5 ML7.70277.17139300BRAVECTO® Toy Dogs (FLURALANER)10 x2 x 112.5mg28.60572.00
104721Activyl® TICK PLUS Small Dogs/Puppies6X6X1.0 ML7.70277.17137780BRAVECTO® Small Dogs (FLURALANER)10 X 2 X 250mg28.60572.00
108760Activyl® TICK PLUS Medium Dogs/Puppies6X6X2.0 ML7.70277.17148922BRAVECTO® Medium Dogs (FLURALANER)10 X 2 X 500mg28.60572.00
117105Activyl® TICK PLUS Large Dogs/Puppies6X6X4.0 ML7.70277.17133223BRAVECTO® Large Dogs (FLURALANER)10 X 2 X 1000mg28.60572.00
024682Activyl® TICK PLUS Extra Large6X6X6.0 ML7.70277.17147265BRAVECTO® Extra Large Dogs10 X 2 X 1400mg28.60572.00
Dogs/Puppies(FLURALANER)
090869Activyl® TICK PLUS Toy Dogs/Puppies22X1X0.5 ML7.70169.29
113314Activyl® TICK PLUS Small Dogs/Puppies22X1X1.0 ML7.70169.29* Represents the Exception Price
119643Activyl® TICK PLUS Medium Dogs/Puppies22X1X2.0 ML7.70169.29
113408Activyl® TICK PLUS Large Dogs/Puppies22X1X4.0 ML7.70169.29
114162Activyl® TICK PLUS Extra22X1X6.0 ML7.70169.29
LargeDogs/Puppies
-The Account agrees to purchase a minimum of doses during the Term. (Prorated)
-The prices in this Agreement are valid only for purchases of the above products when ordered from an MAH authorized distributor or directly from MAH.
-The Account agrees to adhere to MAH Sales Policy - no resale to other veterinarians, no resale through catalogs, the internet, farm stores and similar outlets and no resale through
any other distribution channel.
-The Account confirms that these products are used for patients under the direct care of a veterinarian with the Account.
-Accounts not meeting volume commitments or other terms & conditions will revert to regular veterinary retail pricing. Volume compliance will be evaluated at Merck Animal Health discretion.
-Accounts participating in this Agreement are not eligible for any other special offers on MAH product listed on this Agreement and cannot particate in any other plan or agreement.
-MAH reserves the right to amend or terminate this Agreement, at any time and for any reason at its sole discretion.
-MAH reserves the right to change prices to this Agreement.
Copyright (c) 2015 Intervet Inc., subsidiary of Merck & Co., Inc. All rights reserved
CONFIDENTIAL - DO NOT COPY OR DISTRIBUTELast updated 02/09/2016
Page: 1
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
Employee Name Legal entity name
Employee title Number and Street Address
Department name City, State, Postal Code
Country
T phone number
F fax number
merck-animal-health.com
April 7, 2016
HomeAgain Microchip Specifications
1.HomeAgain microchips are 134kHz frequency and ISO compliant. ISO is the International
Organization for Standardization.
2. HomeAgain microchip has a patented Bio Bond anti-migration technology that forms a bond with
an animal’s subcutaneous tissues to help prevent migration –
3. HomeAgain microchip is loaded in a 1 piece beveled sterile single use syringe –
4. HomeAgain microchip is a single use syringe in a peel pack, fully disposable – 25 per
package/box. –
5. HomeAgain microchip packaging includes a yellow plastic ID tag that is embossed with the pet’s
unique microchip number and the phone number to contact the national database at HomeAgain 888-
466-3242
6. Included in the cost of the HomeAgain microchip is lifetime registration in the HomeAgain National
Pet Recovery system. The pet owner can access their information after adoption from City of Denton
Animal Services any time 24 hours a day/ 7 days a week at www.homeagain.com at no cost for the
life of the canine or feline.
7. Each box of HomeAgain microchips is scanned prior to shipment to the customer, i.e. DENTON
ANIMAL SERVICES and that information is linked to each microchip number making the chips
traceable to DENTON ANIMAL SERVICES.
8. HomeAgain microchips are packaged to contain:
a. The syringe to implant the chip with the chip in the needle.
b. The collar ring and yellow tag that is embossed with the microchip number and
HomeAgain pet recovery phone number.
c. Enrollment information form
d. Pet information file card
9. HomeAgain microchip is detected and read by the latest industry standard scanners when used by
shelters and clinics–subcutaneous and inter scapular.
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
10. Included with the HomeAgain microchip in this bid is an annual membership for the pet owner that
includes the following at no additional cost to the pet owner for one year – brochure attached
a) Personalized “Lost Pet” posters are emailed or faxed by HomeAgain to shelters
and veterinary clinics within a 25 mile radius of where the pet was lost
b) 24/7 Emergency Medical Hotline ($60 value free with the annual membership)
Emergency medical assistance through The American Society for the Prevention of
Cruelty to Animals (ASPCA).
c) Travel Assistance for Found Pets (Pet must be found 500 miles or more from
home with a $500 limit on travel expenses paid by HomeAgain )
d) 24/7 Lost Pet Specialist at 888HomeAgain (888-466-3242)
11. HomeAgain microchips with prepaid registration are able to automatically upload
registrations through Shelter Pro software.
Other programs/services associated with the HomeAgain Microchip and database include:
1. HomeAgain utilizes several methods to keep the national database updated. The
HomeAgain Data Hygiene list is attached
2. HomeAgain has an in-house pet recovery database and 24/7 phone line. We do not contract
with 3rd parties to do our pet recovery.
3. Pet owners or clients information is kept private. HomeAgain is part of Intervet, Inc (dba
Merck Animal Health) a global firm. As such the pet owner’s contact information is private
information and never sold or released to any private citizen and only used in the recovery
process.
4. The pet owners contact information for pet recovery through the HomeAgain database can be
collected when the pet is adopted from City of Denton Animal Services and once the pet is
enrolled in the HomeAgain database the contact information is in the database for the life of
the pet. The Pet owner can update the contact information online at www.homeagain.com at
anytime at no cost.
Recovery System Network Description
1. When an animal is found to have a microchip embedded the animal care and control group
shelter, clinic or rescue group calls the national database at 888-HomeAgain or 888-466-
3242. HomeAgain provides the numbers for other manufacturers as well. A laminated card
with telephone numbers, frequencies, and how the scanner reads the chips is available in
quantity at no cost and attached
2. When the pet owner’s information has been located DENTON ANIMAL SERVICES is given
the latest contact information for the pet to be returned. It is vital that at least annually the pet
owner updates the contact information to return the pet home quickly and safely and help
DENTON ANIMAL SERVICES return the pet to the owner as quickly as possible.
Training
1. Staff education is available online at no cost through American Animal Hospital Association
Website at http://www.aahanet.org/education/microchip_scanning.aspx See attachment
2. DENTON ANIMAL SERVICES staff and animal control officer education is also done onsite
at DENTON ANIMAL SERVICES facility by the Merck Animal Health (HomeAgain) Shelter
Manager, Lauren Odum as requested By DENTON ANIMAL SERVICES on microchipping,
proper scanning techniques and protocol on microchipping.
DocuSign Envelope ID: 8C09A8E5-E0BB-4E0F-A386-03F4AD3D3F13
Exhibit E
Delivery Information:
1. FOB Destination
2. Delivery can be made in 2-3 business days if the stock is available
3. Payment Terms are Net 30 with no charge for shipping.
Certificate Of Completion
Envelope Id: 8C09A8E5E0BB4E0FA38603F4AD3D3F13Status: Completed
Subject: City Council Docusign Item - 6048
Source Envelope:
Document Pages: 47Signatures: 5Envelope Originator:
Certificate Pages: 6Initials: 0Robyn Forsyth
AutoNav: Enabledrobyn.forsyth@cityofdenton.com
EnvelopeId Stamping: EnabledIP Address: 129.120.6.150
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: OriginalHolder: Robyn ForsythLocation: DocuSign
6/8/2016 7:20:33 AM robyn.forsyth@cityofdenton.com
Signer EventsSignatureTimestamp
Robyn ForsythSent: 6/8/2016 7:25:03 AM
Completed
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Lauren OdumSent: 6/8/2016 7:25:32 AM
lauren.odum@merck.comResent: 6/9/2016 2:01:11 PM
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George C. CampbellSent: 6/22/2016 7:03:29 AM
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City of Denton
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Jennifer WaltersSent: 6/22/2016 1:53:47 PM
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Julia WinkleySent: 6/10/2016 8:59:56 AM
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Contracts Administration Supervisor
City of Denton
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Sherri ThurmanSent: 6/10/2016 8:59:56 AM
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Jane RichardsonSent: 6/22/2016 7:03:27 AM
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Robin FoxSent: 6/22/2016 7:03:27 AM
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Jennifer BridgesSent: 6/23/2016 6:51:44 AM
jennifer.bridges@cityofdenton.comViewed: 6/23/2016 8:44:24 AM
Procurement Assistant
City of Denton
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Jane RichardsonSent: 6/23/2016 6:51:45 AM
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David HildebrandSent: 6/23/2016 6:51:47 AM
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