19-076AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL
CORPORATION, AUTHORIZING MANAGER I': CONTRACT
R.... THE PURCHASE
Rl OF
MEDICAL SERVICES PATIENT
EQUIPMENT, D MAINTENANCE SERVICE AGREEMENT, INSPECTION, AND
GOVERNMENTREPAIR, WITH STRYKER SALES CORPORATION; WHICH IS THE SOLE PROVIDER OF
THIS EQUIPMENT AND SERVICE IN ACCORDANCE WITH TEXAS LOCAL
R252.022, WHICH PROVIDES . PROCUREMENT
SERVICESCOMMODITIES AND t. ARE
AVAILABLE FROM ONE SOURCE ARE
BIDDINGEXEMPT FROM COMPETITIVE $50,000 SHALL BE AWARDED
BY THE GOVERNING BODY; DATE (FILE • •
AWARDED O R R SALES CORPORATION THREE RNOT-TO-
EXCEED. OF ,i' 1 •
WHEREAS,# of •.aGovernment •dprovides . procurement
of items that are only available from one source, including items that are only available from one
source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts
or books; electricity, gas, water and other utility purchases; captive replacement parts or
components for equipment; and library materials for a public library that are available only from
the persons holding exclusive distribution rights to the materials; and need not be submitted to
competitive # and
WHEREAS, the City Council wishes to procure one or more of the items mentioned in
the above paragraph; NOW, THEREFORE,
attachedSECTION 1 '-.' The following purchase of materials, equipment or supplies, as described
in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license
terms are hereby approved:
FILE
NUMBER VENDOR AMOUNT
6921 Stryker Sales Corporation $392,501.56
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including, items that
are only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available only from the persons holding exclusive distribution rights to the materials; and
need not be submitted to competitive bids.
SECTION 3. The acceptance and approval of the above items shall not constitute a
contract between the City and the person submitting the quotation for such items until such
person shall comply with all requirements specified by the Purchasing Department.
SECTION_4. The City Manager is hereby authorized to execute any contracts relating to
the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby
authorized.
SECTION 5. The City Council of the City of Denton, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under File 6921 to the City Manager of the City of Denton, or his designee.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
seconded bymot � to����rl� 11ovc this ���� � the ordinance .... .... and
The ordinance was made b
was passed and approved b
_/� p Pp Y
the 1' )Ilowillg vote
Aye Nay
Mayor Chris Watts:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Don Duff, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the
ATTEST:
CITY SECRETARY
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: Q� _.
Abstain Absent
day of
HRIS WA I"1 , M YOR
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
Docusign City Council Transmittal Coversheet
FILE
6921
File Name
EMS Medical Equipment
Purchasing Contact
Adrian Brown
City Council Target Date
January 8, 2019
Piggy Back Option
Not Applicable
Contract Expiration
January 15, 2022
Ordinance
19-076
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND STRYKER SALES COORPORATION
(Contract #6921)
THIS CONTRACT is made and entered into this date of December 28, 2018, by and
between STRYKER SALES CORPORATION, through its Medical Division, a Michigan C
corporation, whose address is 3800 E. Centre Avenue, Portage, MI 49002, 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 pr oducts ("Products") in a ccordance with the Cit y' s File #6921 —
EMS Medical Equipment, 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 "A");
(b) Products and Pricing: Equipment Purchase & Service (Exhibit `B")
(c) City of Denton Standard Terms and Conditions (Exhibit "C");
(d) Certificate of Interested Parties Electronic Filing (Exhibit "D");
(e) ProCare Service Agreement Terms and Conditions and Quotes (Exhibits "E, E-1,
E-2 and E-3"); (Exhibit E-4 represents current coverage on existing equipment)
(f) House Bill 89 Verification (Exhibit "F")
(g) Senate Bill 252 Certification (Exhibit "G")
(h) Form CIQ — Conflict of Interest Questionnaire (Exhibit "H")
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as "Contract Documents."
INTELLECTUAL PROPERTY INDEMNITY
THE SUPPLIER REPRESENTS AND WARRANTS TO THE CITY THAT THE USE OF
THE PRODUCTS BY THE CITY IN ACCORDANCE WITH THE SPECIFICATIONS IN
THE CONTRACT AND THE PRODUCTS' APPROVED LABELING 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, AND THAT CONTRACTOR DOES
NOT KNOW OF ANY VALID BASIS UPON WHICH ANY THIRD PARTY COULD
MAKE ANY CLAIM WITH RESPECT TO THE OWNERSHIP OR OPERATION OF
THE INTELLECTUAL PROPERTY RELATING TO THE PRODUCTS. THE
CONTRACTOR SHALL, AT ITS SOLE EXPENSE, DEFEND, INDEMNIFY, AND HOLD
THE CITY HARMLESS FROM AND AGAINST ALL LIABILITY, DAMAGES, AND
FINAL -Stryker & Denton,TX (12-27-18) - Contract 6921 — EMS Medical Equipment
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
COSTS (INCLUDING COURT COSTS AND REASONABLE FEES OF ATTORNEYS
AND OTHER PROFESSIONALS) ARISING OUT OF OR RESULTING FROM ANY
THIRD PARTY CLAIM AGAINST THE CITY ALLEGING THAT THAT THE CITY'S
USE OF THE PRODUCTS IN ACCORDANCE WITH THE PRODUCTS' LABELING,
MANUALS, AND/OR INSTRUCTIONS FOR USE, CONSTITUTES AN
INFRINGEMENT, MISAPPROPRIATION OR OTHER VIOLATION OF ANY U.S.
PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER
INTELLECTUAL PROPERTY RIGHT. THE FOREGOING INDEMNIFICATION DOES
NOT APPLY TO ANY CLAIMS ARISING FROM: (I) THE COMBINATION OF ANY
CONTRACTOR PRODUCT WITH ONE OR MORE NON -CONTRACTOR PRODUCTS
WHEREIN SUCH COMBINATION IS THE SOLE BASIS OF THE CLAIM; (II) THE USE
OF THE PRODUCTS CONTRARY TO THEIR LABELING, MANUALS AND/OR
INSTRUCTIONS FOR USE; OR (III) MODIFICATION OF ANY PRODUCT BY ANY
PERSON OTHER THAN CONTRACTOR WITHOUT CONTRACTOR'S EXPRESS
WRITTEN AUTHORIZATION. 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 -COUNSEL ON THE
CITY'S BEHALF. SHOULD A PRODUCT BECOME, OR IN CONTRACTOR'S
OPINION BE LIKELY TO BECOME, THE SUBJECT OF ANY SUCH CLAIM,
CONTRACTOR MAY, IN ITS SOLE DISCRETION, EITHER PROCURE FOR THE
CITY THE RIGHT TO CONTINUE USING THE PRODUCT, OR REPLACE IT OR
MODIFY IT TO MAKE IT NON -INFRINGING. IF THE FOREGOING OPTIONS ARE
NOT AVAILABLE ON COMMERCIALLY REASONABLE TERMS, CONTRACTOR
MAY REFUND THE PURCHASE PRICE FOR THE PRODUCT.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms.
LDocuSigned by:
��F-eaaesa4es
SIGNATURE
Fire chief
TITLE
Fi re
DEPARTMENT
Kenneth Hedges
PRINTED NAME
Stryker Sales Corporation,
Through its Medical Division
DocuSigned by:
E�t,
�k(�12/31/2018
BY:
B6F7A31691EF4E4...
Printed Name: Will Miller
Title: Sales Regional Manager
9257657628
PHONE NUMBER
will. mill er(ea�,stryker. com
EMAIL ADDRESS
2018-436831
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
FINAL -Stryker & Denton,TX (12-27-18) - Contract 6921 — EMS Medical Equipment
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
ATTEST:
City Secretary
Docusignea by:
BY: K"h6v'
F96'137F96F3D4D3...
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
Docusignea by:
BY:M^
��7F9994---arn�5z5de5...
CITY OF DENTON, TEXAS
• Docusignea by:
BY:
TODD HILEMAN
CITY MANAGER
FINAL -Stryker & Denton,TX (12-27-18) - Contract 6921 — EMS Medical Equipment
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
Exhibit A
Special Terms and Conditions
1. The Ouantities
The quantities indicated on Exhibit B 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.
2. Product ChanLyes DurinLy 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 purchasing(ea�,cityofdenton.com,
with the above file nu mber in the subject line, for review. Products found to have changed
specifications without notification, and acceptance, will be returned at the supplier's expense.
Products that have been installed will be replaced at the supplier's expense.
3. Authorized Distributor
The supplier shall be the manufacturer or authorized distributor of the proposed products. The
distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's
representative as needed by the City.
4. Contract Terms
The contract term will be thre e (3) years, effective from date of award or notice to proceed as
determined by the City of Denton Purchasing Department.
5. Contract Total
This contract shall not exceed $392,501.56 during the term of the contract as follows:
Equipment Purchase with
Stryker Service
ProCare Service
ProCare Service
ProCare Service
6. Service Contract Terms
$ 301,216.50 (00260)
$ 5,825.56 (181127154837)
$ 37,829.70 (181127155133)
$ 47,629.80 (181127155535)
The Terms and Conditions of Supplier's ProCare Service Agreement, as negotiated by the parties
(the "Service Terms"), under which Contractor will provide maintenance services on the Products
purchased hereunder, are attached as Exhibit E-1, E-2 and E-3 to this agreement.
FINAL -Stryker & Denton,TX (12-27-18) - Contract 6921 — EMS Medical Equipment
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
Exhibit B
Products and Pricing
Equipment Purchase with Service: $301,216.50 (Quote 900260)
FINAL -Stryker & Denton,TX (12-27-18)- Contract 6921- EMS Medical Equipment
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
strykerfp
::
Remit To: �111 ��
EMS Equipment portage MI 00zaa Parkway
Billing Address
Christine Taylor
City of Denton -
Accounts Payable
215 E Mckinney St
Denton, TX 76201 USA
940-349-7889
christine.taylor@cityofdenton.com
---------------
Shipping Address
David Becker
City of Denton Fire Dept
Administration
901B Texas
Denton, TX 76209 USA
940-349-8834
David.becker@cityofdenton.com
Purchase Order #
Quote Info
Date: 12/27/18
Quote #: 00260
Terms: Net 30
Contact: Gary Montana
Phone:817-846-0415
Fax: 866-384-4353
Email: gary.montana@stryker.com
-------------
5 6506
Power -PRO XT Cot
$15,190.20
$75,951.00
5 6506-040-00
XPS Side Rail
$1,911.39
$9,556.95
0
5 6500-082-00
Knee-Gatch/Trendelenburg
$762.99
$3,814.95
0
5 6500-315-00
3 Stage IV Pole(patient right)
$329.73
$1,648.65
0
5 6085-046-00
Head End Oxygen Bottle Holder
$175.74
$878.70
0
5 6506-038-00
Steer -Lock
$732.54
$3,662.70
0
5 6506-127-00
Power -LOAD Cot Compatibility
$1,619.07
$8,095.35
0
5 6500-160-00
Base Storage Net
$187.05
$935.25
0
5 6500-147-00
Equipment Hook
$50.46
$252.30
0
5 63900555000 MTS Power -LOAD $25,773.93 $128,869.65
1
5 6391-001-00 Power -LOAD Mass Casualty Floor $601.20 $3,006.00
2 Mount Assembly
5 77306001 7 Year Power -Load Protect $7,637.00 $38,185.00
Service Agreement
5 77105001 7 year Power -PRO Protect+ $5,272.00 $26,360.00
Service Agreement
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
Terms and conditions: Cot, all cot accessories on original order, and aftermarket accessories FOB origin. Applicable sales
tax will be applied at time of invoicing. Order subject to Stryker Corporation's approval. Credit cannot be allowed on
return of special or modified items. All approved returns will be accepted only in Kalamazoo, MI. Proposal valid for 30
days.
Printed Name Signature Date
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
Exhibit C
City of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton's contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writ ing and si gned by a representative of the City's Procurement Department and the
Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City's premises or on public rights -of -way.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in Exhibit B in strict accordance with the terms, covenants, and conditions
of the Contract and all applicable Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by both parties, and shall continue in effect until
all obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: 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
Supplemental Terms and Conditions, each shipping container shall be clearly and permanently
marked as follows: (a) The Contractor's name and address, (b) the C ity's name, address and
purchase order or purc hase 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.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
FINAL -Stryker & Denton,TX (12-27-18) - Contract 6921 — EMS Medical Equipment
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
shipped F.O.B. Origin unless otherwise specified. Notwithstanding, Contractor shall pay all
shipping and insurance costs, with risk of loss remaining with Contractor until delivery. Delivery
shall be deemed to have been made when the Product(s) sold hereunder have been delivered to
City at its premises. In the event that City does not specify the carrier, the carrier may be at
Contractor's option.
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. Upon
receipt of the Products and/or Services, the City agrees to inspect and/or test the Products and/or
Services. The Products and/or Services shall be deemed accepted by the City unless the City
provides Contractor a timely written notice specifically noting any defects or discrepancies in the
quality or quantity of the Products and/or Services received. All notices regarding nonconforming
Product and/or Services, shortages, rejection or revocation of acceptance must be made in writing
and received by Contractor no later than thirty (30) days from the date of Contractor's invoice,
which the City agrees is a reasonable time frame within which to diligently inspect and provide
notice to Contractor. The City waives any right to reject the shipment or revoke acceptance
thereafter.
8. 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 promptly substitute a
conforming tender in accordance with the warranty provisions below.
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
itself as to the na ture of the City's service requirements and specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
in any way affect performance of the Contractor's obligations under the contract.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, participants and others on or near the City's facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or re sponding to a solicit ation 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 pos sess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
FINAL -Stryker & Denton,TX (12-27-18) - Contract 6921 — EMS Medical Equipment
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 ( " IIRIRA) enacted on September 30, 1996. Contractor
further states that it employs the E-Verify system: ID No: 800392; effective 7-24-2014.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and loca 1 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 g overn. The Contractor shall
indemnify and hold the Cit y harmless from and against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to th e mandates of the Clean Ai r 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
order number and the master agreement number if applicable, the Department's Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be att ached to the invoice. The Contractor's name, remittance
address and, if appli cable, the tax identification number on the invoice must exactly match the
information in the Vendor's registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor's invoice.
C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work -hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State tax es, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon request.
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13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City, acting reasonably and in good faith, may withhold or set off the entire payment or
part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non -conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to
provide, are filed or reasonable evidence indicating probable filing of such claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City's agents, employees or contractors,
which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor's obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City's payment obligations are payable only and solely from funds Appropriated and available for
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be returned to the Contractor in the same condition as when delivered.
The City shall provide the Contractor written notice of the failure of the City to make an adequate
Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of
any Appropriation to an amount insufficient to permit the City to pay its obligations under the
Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor
removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, logging and per diem expenses in connecti on with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of thi s contract, the contra ctor shall bill and the City shall reimburse contractor for all
FINAL -Stryker & Denton,TX (12-27-18) - Contract 6921 — EMS Medical Equipment
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
15. FINAL PAYMENT AND CLOSE-OUT: Intentionally Omitted as Not Applicable
16. SPECIAL TOOLS & TEST EQUIPMENT: Intentionally Omitted as Not Applicable.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to this specific Contract. The Contractor shall retain such books, records, documents
and other evidence pertaining to the Contract period during the term of this contract and for four
(4) years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which
case records shall be kept until all audit tasks are completed and resolved. 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. The cost of the audit will be borne by the City unless
the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the
reasonable cost of the audit, including any travel costs, must be borne by the Contractor which
must be payable within five (5) business days of receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City's sole discretion, grounds for term ination thereof. Each of the
terms "books", "records", "documents" and "other evidence", as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS: Intentionally Omitted as Not Applicable.
19. WARRANTY -PRICE:
A. The Contractor w arrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables, in both type and quantity, and 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.
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 Products are warranted free from manufacturing
and material defects for a period of one y ear after delivery of same. Any Products that become
defective during this period shall be repaired or replaced, such determination being at the City's
sole discretion. All warranties hereunder are made subject to the proper use by the City in the
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application for which such Products were intended. The warranty provided hereunder does not
cover any Products (i) that have been misused, modified, refurbished or repaired without the prior
consent of Contractor, (i i) that have been subjected to unusual stress or have not been properly
maintained or (iii) on which any original serial numbers or other identification marks have been
removed or destroyed. In any event, Contractor's liability shall be limited to the replacement value
of any damaged or defective part. THE EXPRESS WARRANTIES SET FORTH IN THIS
AGREEMENT ARE THE ONLY WARRANTIES APPLICABLE TO THE PRODUCTS
SOLD SUBJECT TO THIS AGREEMENT AND ARE EXPRESSLY IN LIEU OF ANY
OTHER WARRANTY BY CONTRACTOR EXPRESSED OR IMPLIED, INCLUDING
ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE
22. WARRANTY — SERVICES: Omitted; Service Plan Warranty and Limitations covered
under Paragraph 10 of ProCare Service Agreement attached as an Exhibit hereto.
23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES:
Intentionally Omitted as Not Applicable.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party's intent to perform, demand may be made to the other party for written
assurance of the intent to perform in accordance with applicable law. In the event that no assurance
is given within the reasonable period of time specified after demand is made, the demanding party
may treat this failure as an anticipatory repudiation of the Contract in accordance with applicable
law.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor, while performing services at any City facility, is observed performing in a manner
that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the
City to be unsafe to eit her life or property. Upon notification, the Contractor will cease all the
performance of all such on -site services until notified by the City that the violation or unsafe
condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a
result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or s eeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
ten (10) day period, cures such default, or provides evidence suff icient to prove to the Ci ty's
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual direct damages,
costs, losses and expenses, incurred by the City as a result of the Contractor's default, including,
without limitation, cost of cover, reasonable attorneys' fees, courtcosts, and prejudgment and post -
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judgment interest at the maximum lawful rate. Additionally, in the e vent of a de fault by the
Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy
provided by law.
28. TERMINATION WITHOUT CAUSE. The City shall have the rig ht to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothi ng 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 foreg oing causes, then the ti me for completion of the se rvices will be ex tended;
provided, however, in such an event, a conference (which may be held by telephone or other
agreeable form of remote communication) will be held within three (3) business days to establish
a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to
perform.
31. INDEMNITY:
A. CONTRACTOR WILL HOLD THE CITY HARMLESS FROM AND WILL
INDEMNIFY THE CITY FOR (A) ANY AND ALL CLAIMS, DEMANDS, SUITS,
CAUSES OF ACTION, JUDGMENTS AND LIABILITY INCURRED RESULTING
DIRECTLY FROM A DEFECT IN WORKMANSHIP OR DESIGN OF A PRODUCT,
AND (B) ANY NEGLIGENCE, WILLFUL MISCONDUCT OR VIOLATION OF
APPLICABLE LAW BY CONTRACTOR, AND/OR ANY OF ITS EMPLOYEES OR
AGENTS, IN THE PERFORMANCE OF CONTRACTOR'S OBLIGATIONS
HEREUNDER. THE INDEMNIFICATION IN SUBSECTION (A) APPLIES ONLY IF
THE INSTRUCTIONS OUTLINED IN THE LABELING, MANUAL, AND/OR
INSTRUCTIONS FOR USE OF THE PRODUCT ARE FOLLOWED. THIS
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INDEMNIFICATION WILL NOT APPLY TO ANY LIABILITY ARISING FROM (X) AN
INJURY DUE TO THE NEGLIGENCE OF THE CITY, ITS EMPLOYEE OR AGENT, (Y)
THE FAILURE OF THE CITY, ITS EMPLOYEE OR AGENT TO FOLLOW ANY
INSTRUCTIONS FOR USE OF A PRODUCT, OR (Z) THE USE OF ANY PRODUCT NOT
PURCHASED FROM CONTRACTOR OR PRODUCT THAT HAS BEEN MODIFIED,
ALTERED OR REPAIRED BY ANY PERSON OTHER THAN AN EMPLOYEE OR
AGENT OF CONTRACTOR. EXCEPT AS SPECIFICALLY PROVIDED HEREIN,
CONTRACTOR IS NOT RESPONSIBLE FOR ANY LOSSES OR INJURIES ARISING
FROM THE SELECTION, MANUFACTURE, INSTALLATION, OPERATION,
CONDITION, POSSESSION, OR USE OF A PRODUCT. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THE CITY AGREES TO HOLD CONTRACTOR
HARMLESS FROM AND INDEMNIFY CONTRACTOR FOR ANY CLAIMS OR
LOSSES OR INJURIES ARISING FROM (X), (Y), OR (Z) ABOVE ARISING AS A
RESULT OF THE CITY'S OR ITS EMPLOYEES', REPRESENTATIVES' OR AGENTS'
ACTIONS.
B. FURTHER, 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 OTHER PROFESSIONALS) ARISING
OUT OF OR RESULTING FROM ANY THIRD PARTY CLAIM AGAINST THE CITY
ALLEGING THAT THAT THE CITY'S USE OF THE PRODUCTS IN ACCORDANCE
WITH THE PRODUCT'S LABELING, MANUALS, AND/OR INSTRUCTIONS FOR USE
CONSTITUTES AN INFRINGEMENT, MISAPPROPRIATION OR OTHER
VIOLATION OF ANY U.S. PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET
OR OTHER INTELLECTUAL PROPERTY RIGHT. THE FOREGOING
INDEMNIFICATION DOES NOT APPLY TO ANY CLAIMS ARISING FROM (I) THE
COMBINATION OF ANY CONTRACTOR PRODUCT WITH ONE OR MORE NON -
CONTRACTOR PRODUCTS WHEREIN SUCH COMBINATION IS THE SOLE BASIS
OF THE CLAIM; (II) THE USE OF THE PRODUCTS CONTRARY TO THEIR
LABELING, MANUALS, AND/OR INSTRUCTIONS FOR USE; OR (III)
MODIFICATION OF ANY PRODUCT BY ANY PERSON OTHER THAN
CONTRACTOR WITHOUT CONTRACTOR'S EXPRESS WRITTEN
AUTHORIZATION. 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 -COUNSEL ON THE CITY'S BEHALF.
SHOULD A PRODUCT BECOME, OR IN CONTRACTOR'S OPINION BE LIKELY TO
BECOME, THE SUBJECT OF ANY SUCH CLAIM, CONTRACTOR MAY, IN ITS SOLE
DISCRETION, EITHER PROCURE FOR THE CITY THE RIGHT TO CONTINUE
USING THE PRODUCT, OR REPLACE IT OR MODIFY IT TO MAKE IT NON -
INFRINGING. IF THE FOREGOING OPTIONS ARE NOT AVAILABLE ON
COMMERCIALLY REASONABLE TERMS, CONTRACTOR MAY REFUND THE
PURCHASE PRICE FOR THE PRODUCT.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A (as amended and attached) for services only.
The successful firm shall procure and maintain insurance of the types and in the amounts required
under this contract. The insurance shall be written by a company licensed to do business in the State
of Texas and satisfactory to the City of Denton.
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A. General Requirements:
i. The Contractor shall carry insurance in the types and amounts indicated and agreed to,
as submitted to the City and approved by the City within the procurement process, for the
duration of the Contract, including extension options and hold over periods, and during any
warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverages required to the
City as verification of coverage within fifteen (15) days of the receipt of a fully signed
copy of this Contract. Failure to provide the required Certificate of Insurance may subject
the Offer to disqualification from consideration for award. The Contractor must also
forward a Certificate of Insurance to the City whenever a previously identified policy
period has expired, or an extension option or hold over period is exercised, as verification
of continuing coverage.
iii. The Contractor shall not commence work until the required Certificate of Insurance is
provided to the City. iv. Intentionally Omitted as Not Applicable.
v. The Contractor's ins urance coverage shall be wr itten by c ompanies licensed to do
business in the State of Texas at the time the policies are issued and shall be written by
companies with A.M. B est ratings of A- VII or better. The City will accept workers'
compensation coverage written by the Texas Workers' Compensation Insurance Fund.
vi. All Certificates of Insurance including the City as additional insured shall contain the
following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The "other" insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable,
absent any loss that aris es from the ne gligence and/or will ful misconduct of City, its
employees or affiliates.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for pr emiums, deductibles and self -insured
retentions, if any, stated in policies.
xiv. The insurance coverage's specified in within the solicitation and requirements are
required coverages and are not intended to lim it the re sponsibility or liability of the
Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
C. Right to Self -Insure: To the extent permitted by applicable laws and regulations, Contractor
shall be permitted to meet the insurance requirements under this agreement through a program of
self-insurance.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
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arises under or concerns the C ontract, or which could have a material adverse affect on the
Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the
City within 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.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the Ci ty upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. WARRANTY 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) that the use of the Products by the City in accordance with the specifications in the Contract
and the Products' approved labeling will not infringe, dire ctly or c ontributorily, any patent,
trademark, copyright, trade secret, or any other intellectual property right of any kind of any third
party, and that Contractor does not know of any valid basis upon which any third party could make
any claim with respect to the ownership or operati on of the int ellectual property relating to the
Products.
37. CONFIDENTIALITY: This secti on shall only be applicable to th e City as permitted by
applicable state and municipal law. Under this contract, each party may require access to certain
of the other party's and/or its licensors' confidential information (including inventions, employee
information, trade secrets, confidential know-how, confidential business information, and other
information which the disclosing party or it s licensors consider confidential) (collectively,
"Confidential Information"). Each party acknowledges and agrees that the Conf idential
Information of the other part y is the valuable property of the other party and/or its licensors and
any unauthorized use, disclosure, dissemination, or other release of the Confidential Information
will substantially injure the disclos ing party and/or its licensors. Each party (including its
employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential
Information of the other party in strict confidence and shall not disclose, disseminate, copy,
divulge, recreate, or otherwise use the Confidential Information of the other party without the prior
written consent of the of her party or in a m anner not expressly permitted under this Agreement,
unless the Confidential Information is required to be disclosed by law or an order of any court or
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other governmental authority with proper jurisdiction, provided the receiving party promptly
notifies the othe r party before disclosing such information so as to permit the other party
reasonable time to seek an appr opriate protective order. Each party agrees to use protec tive
measures no less stringent than that party uses within its own business to protect its own most
valuable information, which protective measures shall under all circumstances be at le ast
reasonable measures to ensure the continued confidentiality of the Confidential Information of the
other party.
38. OWNERSHIP AND USE OF DELIVERABLES: Intentionally Omitted as Not
Applicable
39. 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.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no pe rson or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is d etermined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No off icer,
employee, independent consultant, or elected o fficial of the City who is involved in the
development, evaluation, or decision -making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of
Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The C ontract shall not be construed as creating an
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employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
worker's compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT -DELEGATION: The C ontract shall be bind ing upon and ensure to the
benefit of the Cit y and the Contractor and their re spective successors and assigns, provided
however, that no ri ght or interest in the Con tract shall be assi gned and no obligation shall be
delegated by either party without the prior wr itten consent of the other party. Any attempted
assignment or d elegation by either party shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
not a party hereto; it being the intention of the parties that there are no third party beneficiaries to
the Contract.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a m eeting 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
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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 istrained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator's fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or juri sdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the e xclusive personal jurisdiction of such courts. The for egoing, however, shall not be
construed or interpreted to lim it or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no wa y 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 thi s section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year's Day (observed)
MLK Day
Memorial Day
4th of July Labor
Day Thanksgiving
Day
Day After Thanksgiving
Christmas Eve (observed)
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Christmas Day (observed)
New Year's Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work per formance not within the norm al hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not lim ited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON -SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub -awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and it s 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 Cit y of
Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or O fferor's agent, shall engage in a ny
discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in thi s
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 (w hether or not such costs a re paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. 'Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
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(2) An end product manufactured in the Unite d States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 per cent of t he cost of all its
components. Components of foreign origin of the sam e class or kind as those that the agency
determines are not mined, produced, or in anufactured 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. IOa - IOd) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to thi s contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
respondent.
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis -Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Tex as Penal Code, which prohibits briber y; (ii) §36.09 of t he Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on -
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 1 978, dealing with issuance of F orm W-2's to common law employees.
Respondent is re sponsible for both federal and State unemployment insurance coverage and
standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
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federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U. S.C. 701
ET SEQ.) and in aintain a d rug -free work environment; and the final rule, government -wide
requirements for drug -free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government -owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
such damage promptly.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the Cit y of Denton. In the event of an occurren ce 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 Respond ent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON -WAIVER OF RIGHTS: Failure of a Part y to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to c onstitute a wa iver by the City of Denton of an y
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
to all books, r ecords and documents pertinent to the Contract to the CPA, the State Auditor of
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Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents
3. City's standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
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Appendix A
City of Denton, TX and Stryker
INSURANCE REQUIREMENTS AND WORKERS'
COMPENSENTATION REQUIREMENTS
Respondent's attention is directed to the insurance requirements below. It is highly recommended
that respondents confer with their respective insurance carriers or brokers to determine in
advance of Proposal/Bid submission the availability of insurance certificates and endorsements as
prescribed and provided herein. If an apparent low respondent fails to comply strictly with the
insurance requirements, that respondent may be disqualified from award of the contract. Upon
contract award, all insurance requirements shall become contractual obligations, which the
successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until the contracted work has been completed and accepted by
the City of Denton, Owner, the insurance coverage as indicated hereinafter.
Within fifteen (15) days of the receipt of a fully signed Contract, Contractor shall provide
the Purchasing Department satisfactory certificates of insurance including any applicable
addendum containing (if possible) the contract number and title of the project. Contractor
may, upon written request to the Purchasing Department, ask for clarification of any
insurance requirements at any time; however, Contractors are strongly advised to make
such requests prior to proposal/bid opening, since the insurance requirements may not be
modified or waived after proposal/bid opening unless a written exception has been
submitted with the proposal/bid. Contractor shall not commence any work or deliver any
material until he or she receives notification that the contract has been accepted,
approved, and signed by the City of Denton. To the extent permitted by applicable laws and
regulations, Contractor shall be required to meet the insurance requirements set forth
within this agreement through a program of self-insurance.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted:
• Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A- or better._
• Liability policies shall be endorsed to provide the following:
■ Include as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought,
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absent any loss that arises from the negligence and/or willful misconduct of the
City, its employees. The inclusion of more than one insured shall not operate to
increase the insurer's limit of liability.
■ Provide a Waiver of Subrogation for Workers Comp coverage ONLY in favor of the
City of Denton, its officials, agents, employees, and volunteers.
• Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled or materially changed before the expiration
date.
• Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and, without
lapse, for a period of three years beyond the contract expiration, such that occurrences
arising during the contract term which give rise to claims made after expiration of the
contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes a
general annual aggregate limit providing for claims investigation or legal defense costs to
be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract, or
longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of $2,000,000.00 shall be
provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
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If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
• Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this contract
and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Commercial Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of $1,000,000 either in a single policy or in a combination of basic and
umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy
endorsement for:
• any auto, or
• all owned hired and non -owned autos.
[X] Workers' Compensation Insurance
Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to
meeting the minimum statutory requirements for issuance of such insurance, has Employer's
Liability limits of $100,000 for each accident, $100,000 per each employee, and a $500,000 policy
limit for occupational disease. The City need not be named as an "Additional Insured" but the
insurer shall agree to waive all rights of subrogation against the City, its officials, agents,
employees and volunteers for any work performed for the City by the Named Insured. For building
or construction projects, the Contractor shall comply with the provisions of Attachment 1 in
accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas
Workers' Compensation Commission (TWCC).
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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 Cit y at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded. in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at:
htti)s://www.ethics.state.tx.us/whatsnew/elf info forml295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasingkcityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 —Form 1295)
The City must acknowledge the receipt of the f iled Form 1295 not lat er than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission's website within seven business days.
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This document sets forth the entire Product Service Plan Agreement (" Agreement'l between Stryker Medical, (a division of Stryker Corporation), herein and
after referred to as "Stryker", and City of Denton, Texas, herein and after, referred to as the "Customer". This is the entire Agreement and no other oral
modifications are valid. This Agreement shall remain in effect unless canceled or modified by either party according to the following terms and conditions.
SERVICE COVERAGE AND TERM
Stryker shall provide to Customer the services (the "Services') as defined on Page 1 of the Stryker Quote as the equipment ProCare Program (hereinafter
each, a "Service Plan'). The equipment covered under said Service Plan is set forth on Exhibit A to the Quote (the "Equipment"). The Services and Service
Plan are ancillary to and not a complete substitute for the requirements of Customer to adhere to the routine maintenance instructions provided by Stryker,
its equipment and operations manuals, and accompanying labels and/or inserts for the Equipment. Customer covenants and agrees that its personnel will
follow the instructions and contents of those manuals, labels and inserts. When Equipment or a component is replaced, the item provided in replacement will
be the Customer's property (if Customer owns the Equipment) and the replaced item will be Stryker's property. The Service Plan coverage, term, start date,
and price of the Services appear on the Service Plan.
EQUIPMENT SCHEDULE CHANGES
During the term of the Agreement and upon each party's written consent, additional Equipment may be included in the Exhibit A. All additions are subject to
the terms and conditions contained herein. Stryker shall adjust the charges and modify Exhibit A to reflect the additions.
INSPECTION SCHEDULING
Service inspections will be scheduled in advance at a mutually agreed upon time for such period of time as is reasonably necessary to complete the Services.
Equipment not made available at the specified time will be serviced at the next scheduled service inspection unless specific arrangements are made with
Stryker. Such arrangements will include travel and other special charges at Stryker's then current rates.
INSPECTION ACTIVITY
On each scheduled service inspection, Stryker's Service Representative will inspect each available item of Equipment as required in accordance with
Stryker's then current Maintenance procedures for said Equipment. If there is any discrepancy or questions on the number of inspections, price, or
Equipment, Stryker may amend this Agreement.
S. CUSTOMER OBLIGATIONS
Customer shall use commercially reasonable efforts to cooperate with Stryker in connection with Stryker's performance of the Services. Customer
understands and acknowledges that Stryker employees will not provide surgical or medical advice, will not practice surgery or medicine, will not come in
physical contact with the patient, will not enter the "sterile field" at any time, and will not direct equipment or instruments that come in contact with the
patient during surgery. Customer's personnel will refrain from requesting Stryker employees to take any actions in violation of these requirements or in
violation of applicable laws, rules or regulations, Customer policies, or the patient's informed consent. A refusal by Stryker employees to engage in such
activities shall not be a breach of this Agreement. Customer consents to the presence of Stryker employees in its operating rooms, where applicable, in
order for Stryker to provide Services under this Agreement and represents that it will obtain all necessary consents from patients.
6. SERVICE INVOICING
Invoices will be sent on the agreed payment method. All prices are exclusive of state and local use, sales or similar taxes. In states assessing upfront sales
and use tax, Customer's payments will be adjusted to include all applicable sales and use tax amortized over the Service Plan term using a rate that
preserves for Stryker, its affiliates and for assigns, the intended economic yield for the transaction described in this Agreement. All invoices issued under
this Agreement are to be paid within thirty (30) days of the date of the invoice. Failure to comply with Net 30 Day terms will constitute breach of contract
and future Service will only be made on a prepaid or COD basis, or until the previous obligation is satisfied, or both. Stryker reserves the right, with no
liability to Stryker, to cancel any contract on the basis of payment default for any previous equipment or service provided by Stryker or any of its affiliates.
PRICE CHANGES
The Service prices specified herein are those in effect as of the date of acceptance of this Agreement and will continue in effect throughout the term of the
Service Plan.
8. INITIAL INSPECTION
This Agreement shall be applicable only to such Equipment as listed in Exhibit A, which has been determined by a Stryker's Representative to be in good
operating condition upon his/her initial inspection thereof.
OPERATION MAINTENANCE
Stryker's Services are ancillary to and not a complete substitute for the requirements of Customer to adhere to the routine maintenance instructions
provided by Stryker, it's Equipment and operations manuals, and accompanying labels and/or inserts for each item of Equipment. Customer's appropriate
user personnel should be entirely familiar with the instructions and contents of those manuals, labels and inserts and implement them accordingly.
10. SERVICE PLAN WARRANTY AND LIMITATIONS
Stryker represents and warrants that the Services shall be performed in a workmanlike manner and with professional diligence and skill. Services will
comply with all applicable laws and regulations. During the term of the Service Plan, Stryker will maintain the Equipment in good working condition.
Notwithstanding any other provision of this Agreement, the Service Plan does not include repairs or other services made necessary by or related to, the
following: (1) abnormal wear or damage caused by misuse or by failure to perform normal and routine maintenance as set out in the Stryker maintenance
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manual or operating instructions. (2) accidents (3) catastrophe (4) acts of god (5) any malfunction resulting from faulty maintenance, improper repair,
damage and/or alteration by non -Stryker authorized personnel (6) Equipment on which any original serial numbers or other identification marks have
been removed or destroyed; or (7) Equipment that has been repaired with any unauthorized or non -Stryker components. In addition, in order to ensure safe
operation of the Equipment, only Stryker accessories should be used. Stryker reserves the right to invalidate the Service Plan if Equipment is used with
accessories not manufactured by Stryker. TO THE FULLEST EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE
THE ONLY WARRANTIES APPLICABLE TO THE SERVICES AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY STRYKER, EXPRESSED OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
11. WAIVER EXCLUSIONS
No failure to exercise and no delay by Stryker in exercising any right, power or privilege hereunder shall operate as a waiver thereof No waiver of any breach
of any provision by Stryker shall be deemed to be a waiver by Stryker of any preceding or succeeding breach of the same or any other provision. No extension
of time by Stryker for performance of any obligations or other acts hereunder or under any other Agreement shall be deemed to be an extension of time for
performances of any other obligations or any other acts by Stryker.
12. LIMITATION OF LIABILITY
EXCEPT FOR THIRD PARTY DAMAGES RELATED TO STRYKER'S INDEMNITY OBLIGATIONS UNDER SECTION 13, STRYKER'S LIABILITY ARISING UNDER
THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF SERVICE FEES PAID DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE
DATE THE CLAIM AROSE. IN NO INSTANCE WILL STRYKER BE LIABLE TO CUSTOMER FOR INCIDENTAL, PUNITIVE, SPECIAL, COVER, EXEMPLARY,
MULTIPLIED OR CONSEQUENTIAL DAMAGES OR ATTORNEYS' FEES OR COSTS FOR ANY ACTIONS UNDER OR RELATED TO THIS AGREEMENT.
13. INDEMNIFICATION
STRYKER SHALL INDEMNIFY AND HOLD HARMLESS CUSTOMER, ITS OFFICERS, ITS EMPLOYEES, AND AGENTS FROM ANY LOSS OR DAMAGE
BROUGHT BY A THIRD PARTY WHICH CUSTOMER MAY SUFFER AS A RESULT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF STRYKER OR ITS
EMPLOYEES OR AGENTS IN THE COURSE OF PROVIDING SERVICES. THE FOREGOING INDEMNIFICATION WILL NOT APPLY TO ANY LIABILITY
ARISING FROM: (1) AN INJURY OR DAMAGE DUE TO THE NEGLIGENCE OF CUSTOMER, ITS EMPLOYEE OR AGENT; (11) THE FAILURE OF CUSTOMERS,
ITS EMPLOYEE OR AGENT TO FOLLOW ANY INSTRUCTIONS OUTLINED IN THE LABELING, MANUAL, AND/OR INSTRUCTIONS FOR USE OF THE
EQUIPMENT; (111) THE USE OF ANY EQUIPMENT OR PART NOT PURCHASED FROM STRYKER OR ANY EQUIPMENT OR ANY PART THEREOF THAT
HAS BEEN MODIFIED, ALTERED OR REPAIRED BY ANY PERSON OTHER THAN STRYKER'S EMPLOYEE OR AGENT; TO THE EXTENT PERMITTED BY
LAW, CUSTOMER AGREES TO HOLD STRYKER HARMLESS FROM AND INDEMNIFY STRYKER FOR ANY CLAIMS OR LOSSES OR INJURIES ARISING
FROM (I) -(IV) ABOVE RESULTING FROM CUSTOMER'S OR ITS EMPLOYEES' ACTIONS.
14. TERM AND TERMINATION
The Agreement shall commence on the date indicated on the first Service Plan entered into between the parties and shall continue for three (3) years.. If this
Agreement is canceled during or before the expiration date of the Agreement, Customer will owe for the months covered up to the cancellation date of the
Agreement and for any parts, labor, and travel charges, required to maintain Equipment, exceeding that already paid during the Agreement.
15. FORCE MAJEURE
Except for Customer's payment obligations, which may only be delayed and not excused entirely, neither party to this Agreement will be liable for any delay
or failure of performance that is the result of any happening or event that could not reasonably have been avoided or that is otherwise beyond its control,
provided that the party hindered or delayed immediately notifies the other party describing the circumstances causing delay. Such happenings or events
will include, but not be limited to, terrorism, acts of war, riots, civil disorder, rebellions, fire, flood, earthquake, explosion, action of the elements, acts of God,
inability to obtain or shortage of material, equipment or transportation, governmental orders, restrictions, priorities or rationing, accidents and strikes,
lockouts or other labor trouble or shortage.
16. INSURANCE REQUIREMENTS
Stryker shall maintain the following insurance coverage during the term of the Agreement. (i) commercial general liability coverage, including coverage for
products and completed operations liability, with minimum limits of $1,000,000.00 per occurrence and $2,000,000.00 annual aggregate applying to bodily
injury, personal injury, and property damage; (ii) automobile liability insurance with combined single limits of $1,000,000.00 for owned, hired, and non- owned
vehicles; and (iii) worker's compensation insurance as required by applicable law. At Customer's written request, certificates of insurance shall be provided by
Stryker prior to commencement of the Services at any premises owned or operated by Customer. To the extent permitted by applicable laws and regulations,
Stryker shall be permitted to meet the above requirements through a program of self-insurance.
17. WARRANTY OF NON -EXCLUSION
Each party represents and warrants that as of the Effective Date, neither it nor any of its employees, are or have been excluded terminated, suspended, or
debarred from a federal or state health care program or from participation in any federal or state procurement or non- procurement programs. Each party
further represents that no final adverse action by the federal or state government has occurred or is pending or threatened against the party, its affiliates,
or, to its knowledge, against any employee, Stryker, or agent engaged to provide Services under this Agreement. Each party also represents that if during the
term of this Agreement it, or any of its employees becomes so excluded, terminated, suspended, or debarred from a federal or state health care program or
from participation in any federal or state procurement or non -procurement programs, such will promptly notify the other party. Each party retains the right
to terminate or modify this Agreement in the event of the other party's exclusion from a federal or state health care program.
18. COMPLIANCE
Stryker, as supplier, hereby informs Customer, as buyer, of Customer's obligation to make all reports and disclosures required by law or contract, including
without limitation properly reporting and appropriately reflecting actual prices paid for each item supplied hereunder net of any discount (including rebates
and credits, if any) applicable to such item on Customer's Medicare cost reports, and as otherwise required under the Federal Medicare and Medicaid Anti -
Kickback Statute and the regulations thereunder (42 CFR Part 1001.952 (h)). Pricing under this Agreement (and each Service Plan) may constitute discounts
on the purchase of Services. Customer represents that (i) it shall make all required cost reports, and (ii) it has the corporate power and authority to make or
cause such cost reports to be made. To the extent required by law, Customer and Stryker agree to comply with the Omnibus Reconciliation Act of 1980 (P.L.
96Z499) and it's implementing regulations (42 CFR, Part 420). To the extent applicable to the activities of Stryker hereunder, Stryker further specifically
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agrees that until the expiration of four (4) years after furnishing Services pursuant to this Agreement, Stryker shall make available, upon written request of
the Secretary of the Department of Health and Human Services, or upon request of the Comptroller General, or any of their duly authorized representatives,
this Agreement and the books, documents and records of Stryker that are necessary to verify the nature and extent of the costs charged to Customer
hereunder. Stryker further agrees that if Stryker carries out any of the duties of this Agreement through a subcontract with a value or cost often thousand
dollars ($10,000) or more over a twelve (12) month period, with a related organization, such subcontract shall contain a clause to the effect that until the
expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written
request to the Secretary, or upon request to the Comptroller General, or any of their duly authorized representatives the subcontract, and books and
documents and records of such organization that are necessary to verify the nature and extent of such costs.
19. HIPAA
Stryker is not a "business associate" of Customer, as the term "business associate" is defined by HIPAA (the Health Insurance Portability and Accountability Act
of 1996 and 45 C.F.R. parts 142 and 160-164, as amended). To the extent the parties mutually agree that Stryker becomes a business associate of Customer, the
parties agree to negotiate to amend the Service Plan or this Agreement as necessary to comply with HIPAA, and if an agreement cannot be reached the applicable
Service Plan will immediately terminate. All medical information and/or data concerning specific patients (including, but not limited to, the identity of the
patients), derived incidentally during the course of this Agreement, shall be treated by both parties as confidential, and shall not be released, disclosed,
or published to any party other than as required or permitted under applicable laws. Notwithstanding the foregoing, Stryker may be considered a "business
associate" of Customers related to any Service Plan for wireless products and/or other designated business associate services. If Stryker is considered a
"business associate" of Customer, Stryker will agree to enter into a business associate agreement with Customer as required by HIPAA.
20. MISCELLANEOUS
Neither party may assignor transfer their rights and/or benefits under this Agreement without the prior written consent of the other party, except that
Stryker shall have the right to assign this Agreement or any rights under or interests in this Agreement to any parent, subsidiary or affiliate of Stryker. All of
the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and be enforceable by permitted successors and assigns of the
parties to this Agreement. This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas, and any actions arising from
this agreement shall be resolved in the courts of Denton Count, Texas.. The invalidity, in whole or in part, of any of the foregoing paragraphs, where
determined to be illegal, invalid, or unenforceable by a court or authority of competent jurisdiction, will not affect or impair the enforceability of the
remainder of the Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and
supersedes all prior negotiations and agreements between the parties concerning the subject matter of this Agreement. In the event of an inconsistency or
conflict between this Agreement and any purchase order, invoice, or similar document, this Agreement will control. Any inconsistency or conflict between the
terms of this Agreement and a Service Plan shall be resolved in factor of the Service Plan. The sections entitled Limitation of Liability, Indemnification,
Compliance, Confidentiality and Miscellaneous of this Agreement shall survive its termination or expiration.
21. MAINTENANCE INSPECTION
This service contract may include products which are beyond their warranty period and tested expected service life. Any such product will be inspected to
determine if the product meets the operations and maintenance manual guidelines for that particular product as of the date of inspection. Despite any such
inspection, Stryker makes no claims or assurances as to future performance, including no express or implied warranty, for any product which was inspected
outside of its warranty period or beyond its tested expected service life.
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
Exhibit E-1, E-2 and E-3
ProCare Service Agreement Terms and Conditions
E-1: ProCare Service
E-2: ProCare Service
E-3: ProCare Service
$ 5,825.56 (181127154837)
$ 37,829.70 (181127155133)
$ 47,629.80 (181127155535)
E-4: Listing of existing Service contracts with Stryker and covered equipment
FINAL -Stryker & Denton,TX (12-27-18) - Contract 6921 — EMS Medical Equipment
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
Services -st rY ke ri'
Sales Rep Name: Gary Montana 3800 E. Centre Ave
ProCare Service Rep: Tyler Syverson Portage, MI 49009
Account Number:
1240820
Account Name
City of Denton Fire Department
Account Address
332 E Hickory St
City, State Zip
Denton, TX 76201
Date: 12/26/2018
ID #: 181127154837
Name: Michael Holdsclaw
Title: Captain
Phone:
Email: michael.holdsclaw@cityofdenton.co
Item
Model
Model Description ProCare Qty Yrs Total
No.
Number
Program
1
6500
Power -PRO XT
EMS Protect+ 11
2
1
$3,189.56
2
6500
Power -PRO XT
EMS Protect+
2
1
$2,636.00
Stryker Signature
Start Date: 12/26/2018
End Date: 12/25/2019
Date Customer Signature
Purchase Order Number (MUST INCLUDE HARD COPY)
Please fax signed Proposal and Purchase Order to Tom Tackabury at 269-321-3501.
All information contained within this quotation is considered confidential and proprietary and is not subject to public disclosure.
**Quote pricing valid for 30 days.
Date
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
SERIAL
NUMBER SHEET
Item
No.
Model
Serial Number
Program
1
6500
08074{)797
EMS Pratect + 11
2
6500
08074{)796
EMS Pratect + 11
3
6500
091241271
EMS Pratect +
4
6500
091241270
EMS Pratect +
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
Services Stay r"A
Sales Rep Name: Gary Montana 3800 E. Centre Ave
ProCare Service Rep: Tyler Syverson Portage, MI 49009
Date:
12/26/2018
ID #:
181226101323
Account Number:
1240820
Name:
Michael Holdsclaw
Account Name
City of Denton Fire Department
Title:
Captain
Account Address
332 E Hickory St
Phone:
City, State Zip
Denton, TX 76201
Email:
michael.holdsclaw@cityofdenton.co
Item
No.
Model
Number
Model Description
ProCare
Program
Qty
Yrs
Total
1
6506
Power -PRO XT
EMS Protect+
7
3
$24,913.00
2
1 6390
1 Power -LOAD
I EMS Protect
1 3
1 3
1
1 $12,888.00
3
1 6252
1 Stair -Pro
I EMS Protect
1 8
1 3
1
1 $4,232.00
EMS Protect:
Includes parts, labor, travel, 1 annual PM inspection, unscheduled service and product equipment checklists. Replacement parts do not include mattresses,
batteries, and other disposable or expendable parts.
EMS Protect +:
Includes parts, labor, travel, 1 annual PM inspection, unscheduled service, SMRT battery replacement & product equipment checklists. Replacement parts do
not include mattresses, and other disposable or expendable parts.
ProCare Total
Discount
$42,033.00
10%
FINAL TOTAL
$37,829.70
Start Date: 12/26/2018
End Date: 12/25/2021
Stryker Signature Date Customer Signature Date
Purchase Order Number (MUST INCLUDE HARD COPY)
Please fax signed Proposal and Purchase Order to Tom Tackabury at 269-321-3501.
All information contained within this quotation is considered confidential and proprietary and is not subject to public disclosure.
**Quote pricing valid for 30 days.
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
Item
No.
Model Serial Number Program
1
6506
121040990
EMS Protect+
2
6506
121040961
EMS Protect+
3
6506
170139404
EMS Protect+
4
6506
180340071
EMS Protect+
5
6506
121040962
EMS Protect+
6
6506
121040989
EMS Protect+
7
6506
170839579
EMS Protect+
8
6390
2017012400121
EMS Protect
9
6390
161139997
EMS Protect
10
6390
170739553
EMS Protect
11
6252
080940821
EMS Protect
12
6252
100141206
EMS Protect
13
6252
130140732
EMS Protect
14
6252
130140733
EMS Protect
15
6252
130140734
EMS Protect
16
6252
130140735
EMS Protect
17
6252
080940822
EMS Protect
18
6252
100141207
EMS Protect
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
Services -st rY ke ri'
Sales Rep Name: Gary Montana 3800 E. Centre Ave
ProCare Service Rep: Tyler Syverson Portage, MI 49009
Date: 12/26/2018
ID #: 181226101457
Account Number: 1240820 Name: Michael Holdsclaw
Account Name City of Denton Fire Department Title: Captain
Account Address 332 E Hickory St Phone:
City, State Zip Denton, TX 76201 Email: michael.holdsclaw@cityofdenton.co
EMS Protect:
Includes parts, labor, travel, 1 annual PM inspection, unscheduled service and product equipment checklists. Replacement parts do not include mattresses,
batteries, and other disposable or expendable parts.
EMS Protect +.
Includes parts, labor, travel, 1 annual PM inspection, unscheduled service, SMRT battery replacement & product equipment checklists. Replacement parts do
not include mattresses, and other disposable or expendable parts.
ProCare Total
Discount
$52,922.00
10%
FINAL TOTAL
$47,629.80
Start Date: 12/26/2018
End Date: 12/25/2022
Stryker Signature Date Customer Signature Date
Purchase Order Number (MUST INCLUDE HARD COPY)
Please fax signed Proposal and Purchase Order to Tom Tackabury at 269-321-3501.
All information contained within this quotation is considered confidential and proprietary and is not subject to public disclosure.
**Quote pricing valid for 30 days.
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
IPAYMENTSCHEDULE
Date
Payment
Int Paid
Prin. Remaining
Balance
Starting Balance
$
47,629.80
12/26/2018 $
11,907.45
$
$
35,722.35
$
35,722.35
12/26/2019 $
11,907.45
$
$
23,814.90
$
23,814.90
12/26/2020 $
11,907.45
$
$
11,907.45
$
11,907.45
12/26/2021 $
11,907.45
$
$
$
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
Item
No.
Model Serial Number Program
1
6506
121040990
EMS Protect+
2
6506
121040961
EMS Protect+
3
6506
170139404
EMS Protect+
4
6506
180340071
EMS Protect+
5
6506
121040962
EMS Protect+
6
6506
121040989
EMS Protect+
7
6506
170839579
EMS Protect+
8
6390
2017012400121
EMS Protect
9
6390
161139997
EMS Protect
10
6390
170739553
EMS Protect
11
6252
080940821
EMS Protect
12
6252
100141206
EMS Protect
13
6252
130140732
EMS Protect
14
6252
130140733
EMS Protect
15
6252
130140734
EMS Protect
16
6252
130140735
EMS Protect
17
6252
080940822
EMS Protect
18
6252
100141207
EMS Protect
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
City of Denton Fire Department
332 E Hickory St
Denton, TX 76201
The following represents five (5) Service Contracts currently existing on equipment owned by Customer as of the
date of this Agreement:
Contract 965879 Model 6390; S/N 171040758
Model 6506; S/N 171040675
Contract 943596 Model 6390; S/N 151040502
Model 6390; S/N 151041439
Contract 946099 Model 6390; S/N 160340227
Model 6506; S/N 160241214
Contract 955329 Model 6390; S/N 161241200
Contract 950164 Model 6390; S/N 160839234
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
Exhibit F
House Bill 89 - Government Code 2270
VERIFICATION
I Will Miller
the undersigned
representative of Stryker Sales Corporation Company or Business name
(hereafter referred to as company), being an adult over the age of eighteen (18)
years of age, verify that the company named -above, under the provisions of
Subtitle F, Title 10, Government Code Chapter 2270:
1. Does not boycott Israel currently; and
2. Will not boycott Israel during the term of the contract the above -named
Company, business or individual with City of Denton.
Pursuant to Section 2270.001, Texas Government Code:
1. "Boycott Israel" means refusing to deal with, terminating business activities
with, or otherwise taking any action that is intended to penalize, inflict
economic harm on, or limit commercial relations specifically with Israel, or
with a person or entity doing business in Israel or in an Israeli -controlled
territory, but does not include an action made for ordinary business
purposes; and
2. "Company" means a for profit sole proprietorship, organization,
association, corporation, partnership, joint venture, limited partnership,
limited liability partnership, or any limited liability company, including a
wholly owned subsidiary, majority -owned subsidiary, parent company or
affiliate of those entities or business associations that exist to make a profit.
Will Miller
Name of Company Representative (Print)
DocuSigned by:
29F0 —
Signature of Company Representative
12/31/2018
Date
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
Exhibit G
Senate Bill 252 -Government Code 2252
CERTIFICATION
I will Miller , the undersigned
representative of Stryker Sales Corporation
(Company or business name) being an adult over the age of eighteen (18) years of
age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and
Section 2252.153, certify that the company named above is not listed on the
website of the Comptroller of the State of Texas concerning the listing of
companies that are identified under Section 806.051, Section 807.051 or Section
2253.153. I further certify that should the above -named company enter into a
contract that is on said listing of companies on the website of the Comptroller of
the State of Texas which do business with Iran, Sudan or any Foreign Terrorist
Organization, I will immediately notify the City of Denton's Materials
Management Department.
will Miller
Name of Company Representative (Print)
rDocuSigned by:
(L Alt.d,(.w
.7. M.,1�F4E-0...
Signature of Company Representative
12/31/2018
Date
DocuSign Envelope ID: 132E9FF4-1218-4978-8117-017DB5BD4106
Exhibit H
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
Name of vendor who has a business relationship with local governmental entity. Stryker Sales Corporation
2 El
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.
3 1 Name of local government officer about whom the information in this section is being disclosed.
will MIller
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
F—x—]
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes F—x—] No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
F—x—]
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
N?A
4
❑I have no Conflict of Interest to disclose.
5 DocuSigned by:
5(�L klll. r 12/31/2018
&W VRF&tdoing business with the governmental entity Date
Certificate Of Completion
Envelope Id: 132E9FF4121849788117017DB5BD4106
Subject: Please DocuSign: 6921 - EMS Medical Equipment
Source Envelope:
Document Pages: 44 Signatures: 8
Certificate Pages: 6 Initials: 0
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Record Tracking
Status: Original
12/28/2018 4:05:56 PM
Signer Events
Adrian Brown
adrian.brown@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Will Miller
will. miller@stryker.com
Stryker Sales Corporation
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 12/28/2018 4:24:36 PM
ID:1bc6fac1-0099-4c82-956a-Odc86536a8c7
Kenneth Hedges
Kenneth. Hedges@cityofdenton.com
Fire Chief
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 12/31/2018 9:58:40 AM
ID: 79bde629-7fb6-4883-afcf-036ff67838e9
Holder: Adrian Brown
adrian.brown@cityofdenton.com
Signature
Completed
Using IPAddress: 129.120.6.150
[D—Si,ned by:
7F9D328BF0204E5...
Signature Adoption: Pre -selected Style
Using IPAddress: 129.120.6.150
[D*,uSi,n,d by:
B5F7A31691EF4E4...
Signature Adoption: Pre -selected Style
Using IPAddress: 76.250.80.27
[D*,uSi,n,dI by:
BC476FC45B304C3...
Signature Adoption: Pre -selected Style
Using IPAddress: 129.120.6.150
Doclut
S 9 C U a 9 0
Status: Completed
Envelope Originator:
Adrian Brown
901 B Texas Street
Denton, TX 76209
adrian.brown@cityofdenton.com
IP Address: 129.120.6.150
Location: DocuSign
Timestamp
Sent: 12/28/2018 4:12:04 PM
Viewed: 12/28/2018 4:12:13 PM
Signed: 12/28/2018 4:17:02 PM
Sent: 12/28/2018 4:17:05 PM
Viewed: 12/28/2018 4:22:03 PM
Signed: 12/28/2018 4:23:19 PM
Sent: 12/28/2018 4:23:21 PM
Viewed: 12/28/2018 4:24:36 PM
Signed: 12/31/2018 9:00:28 AM
Sent: 12/31/2018 9:00:31 AM
Viewed: 12/31/2018 9:58:40 AM
Signed: 12/31/20189:59:01 AM
Signer Events
Tabitha Millsop
tabitha.millsop@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Hileman
Todd. Hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID: 57619fbf-2aec-4b 1 f-805d-6bd7d9966f21
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signature
Completed
Using IPAddress: 129.120.6.150
[D—Si,ned by:
B77SC711BAOD454...
Signature Adoption: Pre -selected Style
Using IPAddress: 129.120.6.150
UD*,uSi,n,d by: I
XA,, �tGG,a�V'a,W,
F96137F96F3D4D3...
Signature Adoption: Pre -selected Style
Using IPAddress: 129.120.6.150
Signature
Status
Status
Status
Status
Status
Timestamp
Sent: 12/31/2018 9:59:04 AM
Viewed: 1/16/2019 11:26:34 AM
Signed: 1/16/2019 11:26:52 AM
Sent: 1/16/2019 11:26:56 AM
Viewed: 1/16/2019 11:27:49 AM
Signed: 1/16/2019 11:27:55 AM
Sent: 1/16/2019 11:27:58 AM
Viewed: 1/16/2019 1:14:12 PM
Signed: 1/16/2019 1:14:45 PM
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Sent: 12/28/2018 4:17:04 PM
Sent: 1/16/2019 11:26:55 AM
Viewed: 1/16/20191:15:11 PM
Carbon Copy Events
Jennifer Bridges
jennifer.bridges@cityofdenton.com
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Christine Taylor
Christine.Taylor@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Notary Events
Envelope Summary Events
Envelope Sent
Certified Delivered
Signing Complete
Completed
Status
E��
Signature
Status
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Timestamp
Sent: 1/16/2019 1:14:49 PM
Sent: 1/16/2019 1:14:50 PM
Viewed: 1/16/2019 1:20:27 PM
Sent: 1/16/20191:14:51 PM
Timestamp
Timestamps
1/16/20191:14:51 PM
1/16/20191:14:51 PM
1/16/20191:14:51 PM
1/16/20191:14:51 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Will Miller, Kenneth Hedges, Todd Hileman
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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How to contact City of Denton:
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To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check -box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems:
Windows2000? or WindowsXP?
Browsers (for SENDERS):
Internet Explorer 6.0? or above
Browsers (for SIGNERS):
Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email:
Access to a valid email account
Screen Resolution:
800 x 600 minimum
Enabled Security Settings:
-Allow per session cookies
-Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.