21-596ORDINANCE NO. 21-596
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEm DESIGNEE, TO
EXECUTE A CONTRACT WITH STRYKER SALES, LLC, THROUGH ITS MEDICAL
DrvisioN. F/K/A STRYKER SALES CORPORATION, FOR THE PURCHASE OF
PROCARE MARqTENANCE AND REPAIR SERVICES FOR STRYKER MEDICAL
EQUWMENT FOR THE FIRE DEPARTMENT, WHICH IS THE SOLE PROVIDER OF
THESE SERVICES, IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE
252.022. WHICH PROVDES THAT PROCUREMENT OF COMMODITIES AND
SERVICES THAT ARE AVAILABLE FROM ONE SOURCE ARE EXEMPT FROM
c’OMPETiTrVE BIDDING, AND IF OVER $50,000 SHALL BE AWARDED BY THE
GOVERNING BODY; AND PROVIDING AN EFFECTIVE DATE (FILE 7501 – AWARDED
TO STRYKER SALES, LLC, THROUGH ITS MEDICAL DIVISION, F/K/A STRYKER
SALES CORPORATION, IN THE FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF
$ 1 ,000,000.00).
WHEREAS, Section 252.022 of the Local Government Code provides that procurement
of items that are only available from one source, including, items that are only available from
one source because of patents, copyrights, secret processes or natural monopolies; films,
manuscripts or books; electricity, gas, water and other utility purchases; captive replacement
parts or components for equipment; and library materials for a public library that are available
only from the persons holding exclusive distribution rights to the materials; and need not be
submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items mentioned in
the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as described
in the “File” listed hereon, and on file in the office of the Purchasing Agent, and the license
terms attached are hereby approved:
FILE
NUMBER VENDOR AMOUNT
7501 Stryker Sales, LLC, through its
Medical Division, f7k/a Stryker Sales Corporation
$ 1 ,000,000.00
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, or their designee, 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 this ordinance to the City Manager of the City of Denton, or their designee.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by >He DAd IS and
seconded by hRh e\{ afl , the orcd bythe following vote n - a] :
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:
Birdia Johnson, District 1 :
Connie Baker, District 2:
Jesse Davis, District 3 :
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
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\&*~PASSED AND APPROVED this the day of Apr \ t _, 2021.
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DF+e••ATTEST:
ROSA RIOS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4EIE58AF0
DENTON
Docusign City Council Transmittal Coversheet
FILE 7501
I IIE IN alIIE I - ' ’- ' ' ’--- - - '- – -'-
Purchasir,gContact c ''i p '"'‘
City Council Target Date Apr11 6 ’ 2021
Piggy Back Option App1 lcab1 eNOt
Contract Expiration
Ordinance
Apr11 6, 2026
21-596
DocuSign Envelope ID: 20554D99-24D54BEA-8090-53B4EIE58AFO
SERVICE CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND STRYKER SALES CORPORATION
(CONTRACT 7501)
THIS SERVICE CONTRACT is made and entered into this date, 04/06/2021 ,
2021, by and between STRYKER SALES, LLC, through its Medical Division, f/k/a STRYKER
SALES CORPORATION, a Michigan limited liability company, whose address is 3800 E. Centre
Avenue, Portage, MI 49002, hereinafter referred to as “Contractor,” and the CITY OF DENTON,
TEXAS, a home rule municipal corporation, hereinafter referred to as “City,” to be effective upon
approval of the Denton City Council and subsequent execution of this Contract by the Denton City
Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide services in accordance with the City’s document File 7501-
STRYKER PROCARE SERVICES, a copy of which is on file at the office of Purchasing Agent
and incorporated herein for all purposes. The Contract consists of this written agreement and the
following items which are attached hereto and incorporated herein by reference:
(a)
(b)
(C)
(d)
(e)
(f)
(g)
Special Terms and Conditions (Exhibit “ A”);
City of Denton Standard Terms and Conditions (Exhibit “B”);
Insurance Requirements (Exhibit “C”);
Certificate of Interested Parties Electronic Filing (Exhibit “D”);
ProCare Pricing and Service Agreement Terms and Conditions (Exhibit “E”);
Denton Fire Asset Spreadsheet (Exhibit “F”);
Form CIQ – Conflict of Interest Questionnaire (Exhibit “G”);
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor
certifres that Contractor’s signature provides written veripcation to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Contract # 7501 – Stryker/Medical Division (2-22-202 1)
DocuSign Envelope ID: 20554D99-24D54BEA-8090-53B4EIE58AFO
Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist
Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do
business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor
certiPes that Contractor’s signature provides written veripcation to the City that Contractor, pursuant to
Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive
payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization .
Failure to meet or maintain the requirements under this provision will be considered a material breach.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
STRYKER SALES, LLC ,
through its Medical Division CITY OF DENTON, TEXAS
DocuSigned by:
BY: I a''u'.„q
?2Tfgtfb1 ey
CITY MANAGERIGNATURE
Printed Name: Tom Tackabury ATTEST:
ROSA RIOS, CITY SECRETARY
Title: Sr. Sales Manager, ProCare
248-860-3540
PHONE NUMBER
tom.tackabury@stryker.com
EMAIL ADDRESS
2021-728057
Tom . Tackabu ry@st ryke r . com
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED
as to financial and operational obligations and business terms.
Kenneth Hedges
PRINTED NAME
Fi re Chief
TITLE
F1 re
DEPARTMENT
Contract # 7501 – Stryker/Medical Division (2-22-2021 )
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4EIE58AF0
Exhibit A
1. Total Contract Amount
The contract total for services shall not exceed $1,000,000. Pricing shall be per Exhibits E-1 and
E-2 attached.
2. Contract Terms
The contract term will be five (5) years, effective from date of award or notice to proceed as
determined by the City of Denton Purchasing Department. At the sole option of the City of Denton,
the Contract may be further extended as needed, not to exceed a total of six (6) months.
3. Price Escalation and De-escalation
On Contractor’s request in the form stated herein, the City will implement an escalation/de-
escalation price adjustment annually based on these special terms. Any request for price
adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer
Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not
exceed +/- 8% for any individual year. The escalation will be determined annually at the
renewal date. The price will be increased or decreased based upon the annual percentage change
in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or
manufacturer price list change exceed a minimum threshold value of +/- 1 %, then the stated
eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8%
limit per year. The Contractor should provide documentation as percentage of each cost
associated with the unit prices quoted for consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must
also provide supporting documentation as justification for the request. If no request is made, then
it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time, and become effective upon the renewal
date of the contract award or reject the increases within 30 calendar days after receipt of a
properly submitted request. If a properly submitted increase is rejected, the Contractor may
request cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued.
Pre-price increase prices must be honored on orders dated up to the official date of the City of
Denton approval and/or cancellation.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation
number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
Contract # 7501 – Stryker/Medical Division (2-22-202 1 )
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4EIE58AFO
Exhibit B
Standard Service Terms and Conditions between
Stryker Sales, LLC and City of Denton, TX (Feb 2021)
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton’s contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City’s Procurement Department and the
Contractor. No Terms and Conditions contained in the seller’s proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City’s premises or on public rights-of-way.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in Exhibit B and in the Contractor’s Offer. in strict accordance with the
terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws,
rules, and regulations.
2. EFFECTIVE DATE£FERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by both parties, and shall continue in effect until
all obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES (INTENTIONALLY OMITTED AS
NOT APPLICABLE)
4. SHIPMENT UNDER RESERVATION PROHIBITED (INTENTIONALLY OMITTED AS
NOT APPLICABLE)
5. TITLE & RISK OF LOSS (INTENTIONALLY OMITTED AS NOT APPLICABLE)
6. DELIVERY TERMS AND TRANSPORTATION CHARGES (INTENTIONALLY
OMITTED AS NOT APPLICABLE)
7. RIGHT OF INSPECTION AND REJECTION (INTENTIONALLY OMITTED AS NOT
APPLICABLE)
8. NO REPLACEMENT OF DEFECTIVE TENDER (INTENTIONALLY OMITTED AS
NOT APPLICABLE)
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
Contract # 7501 – Stryker/Medical Division (2-22-2021 )
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4EIE58AF0
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
itself as to the nature of the City’s service requirements and specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
in any way affect performance of the Contractor’s obligations under the contract.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees>
City Staff, participants and others on or near the City’s facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor’s employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. Contractor
further states that it employs the E-Verify system: ID No: 800392; effective 7-24-2014.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 er
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq ).
Contract # 7501 – Stryker/Medical Division (2-22-2021 )
DocuSign Envelope ID: 20554D99-24D54BEA-8090-53B4EIE58AF0
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department’s Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the
information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor’s invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon request.
13 . PAYMENT :
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such
claims
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City’s agents, employees or contractors,
which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor’s obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation; or
Contract # 7501 – Stryker/Medical Division (2-22-2021)
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4EIE58AF0
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City’s payment obligations are payable only and solely from funds Appropriated and available for
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be returned to the Contractor in the same condition as when delivered.
The City shall provide the Contractor written notice of the failure of the City to make an adequate
Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of
any Appropriation to an amount insufficient to permit the City to pay its obligations under the
Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor
removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
15. FINAL PAYMENT AND CLOSE-OUT: (INTENTIONALLY OMITTED AS NOT
APPLICABLE)
16. SPECIAL TOOLS & TEST EQUIPMENT: (INTENTIONALLY OMITTED AS NOT
APPLICABLE)
17. RIGHT TO AUDIT:
A. The City shall have the right to receive copies of any records and computations specifically
pertaining to this Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period during the term of this Agreement and four (4) years
thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case
records shall be kept until all audit tasks are completed and resolved. Copies of the records,
documents and other evidence relating to this Contract shall be available, within ten (10) business
days of written request. The cost of the audit will be borne by the City unless the audit reveals an
overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of
the audit, including any travel costs, must be borne by the Contractor which must be payable within
five (5) business days of receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the
terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
Contract # 7501 – Stryker/Medical Division (2-22-2021 )
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4EIE58AF0
18. SUBCONTRACTORS (INTENTIONALLY OMITTED AS NOT APPLICABLE): The
Contractor shall not employee Subcontractors.
19. WARRANTY-PRICE :
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor’s
current prices on orders by others for like deliverables, in both type and quantity, under similar
terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
C. Intentionally Omitted.
20. WARRANTY – TITLE (INTENTIONALLY OMITTED AS NOT APPLICABLE TO
SERVICE CONTRACT) :
21. WARRANTY – DELIVERABLES (INTENTIONALLY OMITTED AS NOT
APPLICABLE TO SERVICE CONTRACT) :
22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules
or regulations .
A. The warranty provided hereunder does not cover any equipment (i) that has been misused,
modified, refurbished or repaired without the prior consent of Contractor, (ii) that has been
subjected to unusual stress ,or (iii) on which any original serial numbers or other identification
marks have been removed or destroyed. In any event, Contractor’s liability shall be limited to the
replacement value of any damaged or defective part. THE EXPRESS WARRANTIES SET
FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES APPLICABLE TO THE
SERVICES PROVIDED SUBJECT TO THIS AGREEMENT AND ARE EXPRESSLY IN LIEU
OF ANY OTHER WARRANTY BY CONTRACTOR EXPRESSED OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES
(INTENTIONALLY OMITTED AS NOT APPLICABLE TO SERVICE CONTRACT)
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party’s intent to perform, demand may be made to the other party for written
assurance of the intent to perform in accordance with applicable law. In the event that no assurance
is given within the reasonable period of time specified after demand is made, the demanding party
may treat this failure as an anticipatory repudiation of the Contract in accordance with applicable
law
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor, while performing services at any City facility, is observed performing in a manner
that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the
Contract # 7501 – Stryker/Medical Division (2-22-202 1 )
DocuSign Envelope ID: 20554D99-24D54BEA-8090-53B4EIE58AF0
City to be unsafe to either life or property. Upon notification, the Contractor will cease the
performance of all such on-site services until notified by the City that the violation or unsafe
condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a
result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to
the City
27. TERMINATION FOR CAUSE: in the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor’s default, including, without
limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-
judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof.
29. FRAUD : Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
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reasonable control of such Party. In the event of default or delay in contract performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference (which may be held by telephone or other
agreeable form of remote communication) will be held within three (3) business days to establish
a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to
perform
31. INDEMNITY:
A. Definitions:
i. “Indemnified Claims” shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's
compensation, loss of services, or loss of income or wages to any person (including but not
limited to the agents, officers and employees of the City, the Contractor, the Contractor’s
subcontractors, and third parties), ii. “Fault“ shall mean the negligence, willful misconduct
or violation of applicable law by Contractor or its employees, agents or representatives in
the performance of the Services.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF THE FAULT OF THE
CONTRACTOR, OR THE CONTRACTORtS AGENTS, EMPLOYEES OR
SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S
OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED
TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT
NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD
PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Exhibit C (as amended and attached) for services only. The
successful firm shall procure and maintain insurance of the types and in the amounts required under
this Contract. The insurance shall be written by a company authorized to do business in the State of
Texas that otherwise meets the requirements of this Contract .
A. General Requirements:
i. The Contractor shall carry insurance in the types and amounts indicated and agreed to,
as submitted to the City and approved by the City within the procurement process, for the
duration of the Contract, including extension options and hold over periods, and during any
warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverages required to the
City as verification of coverage within fourteen (14) calendar days of the receipt _of a fully
signed copy of this Contract. Failure to provide the required Certificate of Insurance shall
subject the Offer to disqualification from consideration for award. The City has the right
to reject coverage and null contract if it is not proper coverage as outlined in Exhibit C-
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Insurance and Worker’s Compensation Requirements. The Contractor must also forward a
Certificate of Insurance to the City whenever a previously identified policy period has
expired, or an extension option or hold over period is exercised, as verification of
contrnurng coverage.
iii. The Contractor shall not commence work until the required Certificate of Insurance is
provided to the City.
iv. INTENTIONALLY OMITTED AS NOT APPLICABLE
v. The Contractor’s insurance coverage shall be written by companies authorized to do
business in the State of Texas at the time the policies are issued and shall be written by
companies with A.M. Best ratings of A- VII or better. The City will accept workers’
compensation coverage written by the Texas Workers’ Compensation Insurance Fund.
vi. All Certificates of Insurance shall include the City as additional insured, as required,
and shall contain the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The “other” insurance clause shall not apply to the City where the City is an additional
insured on any Contractor’s policy as required by this Contract . It is intended that policies
required in the Contract, covering both the City as an additional insured and the Contractor,
shall be considered primary coverage as applicable, absent any claim or loss arises from
the negligence and/or willful misconduct of City, its employees or affiliates.
viii. Intentionally Omitted
ix. Intentionally Omitted
x. Intentionally Omitted
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies.
xiii. Intentionally Omitted
xiv. The insurance coverages specified in within the solicitation and requirements are
required coverages and are not intended to limit the responsibility or liability of the
Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
C. Right to Self-Insure: To the extent permitted by applicable laws and regulations, Contractor
shall be permitted to meet the insurance requirements under this Agreement through a program of
self-insurance.
33. CLAIMS: if any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse effect on the
Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
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the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS(INTENTIONALLY
OMITTED AS NOT APPLICABLE TO SERVICE CONTRACT):
37. CONFIDENTIALITY: This section shall only be applicable to the City as permitted by
applicable state and municipal law. Under this contract, each party may require access to certain
of the other party’s and/or its licensors’ confidential information (including inventions, employee
information, trade secrets, confidential know-how, confidential business information, and other
information which the disclosing party or its licensors consider confidential) (collectively,
“Confidential Information”). Each party acknowledges and agrees that the Confidential
Information of the other party is the valuable property of the other party and/or its licensors and
any unauthorized use, disclosure, dissemination, or other release of the Confidential Information
will substantially injure the City and/or its licensors. Each party (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information
of the other party in strict confidence and shall not disclose, disseminate, copy, divulge, recreate,
or otherwise use the Confidential Information of the other party without the prior written consent
of the other party or in a manner not expressly permitted under this Agreement, unless the
Confidential Information is required to be disclosed by law or an order of any court or other
governmental authority with proper jurisdiction, provided the receiving party promptly notifies the
other party before disclosing such information so as to permit the other party reasonable time to
seek an appropriate protective order. Each party agrees to use protective measures no less stringent
than that party uses within its own business to protect its own most valuable information, which
protective measures shall under all circumstances be at least reasonable measures to ensure the
continued confidentiality of the Confidential Information of the other party.
38. OWNERSHIP AND USE OF DELIVERABLES: (INTENTIONALLY OMITTED AS
NOT APPLICABLE TO SERVICE AGREEMENT):
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
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When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined
in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of
Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
worker’s compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
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45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City, except that Contractor
shall have the right to assign this Contract or any rights under or interests in this Agreement to any
parent, subsidiary or affiliate of Contractor. All of the terms and provisions of this Contract shall
be binding upon, shall inure to the benefit of, and shall be enforceable by successors and assigns
of the parties to this Agreement. Any attempted assignment or delegation by either party shall be
void unless made in conformity with this paragraph. The Contract is not intended to confer rights
or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that
there are no third party beneficiaries to the Contract.
Except that Vendor may assign this contract to any parent, subsidiary or affiliate, the Vendor shall
notify the City’s Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The
president of the company or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such
change, copy of the board of director’s resolution approving the action, or an executed
merger or acquisition agreement. Failure to do so may adversely impact future invoice
payments.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract .
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
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(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B . If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V. T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed
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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 performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph –
i. “Component” means an article, material, or supply incorporated directly into an end product.
ii. “Cost of components” means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. “Domestic end product” means-
( 1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
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produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. “End product” means those articles, materials, and supplies to be acquired under the contract
for public use.
v. “Foreign end product” means an end product other than a domestic end product.
vi. “United States” means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. loa - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled “Buy American Act
Certificate”.
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
respondent.
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.doI.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
61. FEDERAI I, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Respondent or its employees for any Unemployment or Workers’ Compensation coverage, or
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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 1 988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor’s Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
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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. Contractor terms and conditions
Contract # 7501 – Stryker/Medical Division (2-22-2021 )
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4EIE58AF0
Exhibit C
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall obtain and maintain until the contracted work has been completed, the insurance
coverage as indicated hereinafter.
Within fifteen (15) days of the receipt of a fully signed Contract, Contractor shall provide
the Purchasing Department satisfactory certificates of insurance including copies of any
addendum or endorsements applicable to the requirements hereunder, containing the
contract number and title of the project. Contractor may, upon written request to the
Purchasing Department, ask for clarification of any insurance requirements at any time;
however, Contractor shall not commence any work or deliver any material until he or she
receives notification that the contract has been accepted, approved, and signed by the City
of Denton. The City has the right to reject coverage and null contract if it is not proper
coverage as outlined in this Exhibit C-Insurance and Worker’s Compensation
Requirements. To the extent permitted by applicable laws and regulations, Contractor shall
be allowed to meet the insurance requirements set forth within this Agreement through a
program of self-insurance.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted
• Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A- or better.
•Any self-insured retentions shall be declared in the proposal.
•Liability policies shall be endorsed to provide the following:
• Include as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers. Blanket additional insured endorsements are acceptable.
•Except in the event that any claim or loss arises out of the negligence or willful
misconduct of one or more of the Additional Insureds, that such insurance is
primary to any other insurance maintained by the Additional Insured with respect
to claims covered under the policy and that, except with respect to the available
limits, such insurance applies separately to each insured against whom claim is
made or suit is brought. The inclusion of more than one insured shall not operate
to increase the insurer's limit of liability.
• With respect to the required Commercial Automobile Liability and Workers
Compensation and Employers Liability insurance only, provide a Waiver of
Subrogation in favor of the City of Denton, its officials, agents, employees, and
Contract # 7501 – Stryker/Medical Division (2-22-202 1)
DocuSign Envelope ID: 20554D99-24D54BEA-8090-53B4EIE58AFO
volunteers.
• Cancellation: City requires 30 day written notice should any of the policies required
by this contract be cancelled or materially changed before the expiration date.
•Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and/or
purchase an extended reporting period (i.e. tail coverage), without lapse, for a period of
three years beyond the contract expiration, such that occurrences arising during the
contract term which give rise to claims made after expiration of the contract shall be
covered
•Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor’s annual general
aggregate limit shall be double the occurrence limits required hereunder or the Contractor
shall obtain Owners and Contractors Protective Liability Insurance.
•Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
[X]A. General Liability Insurance:
General Liability insurance with combined single limits of $1,000,000.00 per
occurrence, $2,000,000 annual products and completed operations aggregate
and $2,000,000 annual general aggregate shall be obtained and maintained by the
Contractor. The policy shall be written on an occurrence basis either in a single policy
or in a combination of underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
• Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
•Coverage C, medical payments, is not required.
•
Contract # 7501 – Stryker/Medical Division (2-22-2021 )
DocuSign Envelope ID: 20554D99-24D54BEA-8090-53B4EIE58AF0
[4 Commercial Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of $1,000,000 per accident either in a single policy or in a combination of
basic and umbrella or excess policies. The policy will include coverage for bodily injury
and property damage liability arising out of the operation, maintenance and use of all
automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• any auto, or
• all owned hired and non-owned autos.
[X]Workers’ Compensation Insurance
Contractor shall purchase and maintain Workers’ Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of $100,000 for each accident, $100,000 per each
employee for occupational disease, and a $500,000 policy limit for occupational disease.
The City need not be named as an “Additional Insured” but the insurer shall agree to waive
all rights of subrogation against the City, its officials, agents, employees and volunteers
for any work performed for the City by the Named Insured. For building or construction
projects, the Contractor shall comply with the provisions of Attachment 1 in accordance
with 5406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’
Compensation Commission (TWCC).
Contract # 7501 – Stryker/Medical Division (2-22-202 1 )
DacuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4EIE58AF0
Exhibit D
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1.
2
3.
4
5
6.
Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form 1295.htm
Register utilizing the tutorial provided by the State
Print a copy of the completed Form 1295
Enter the Certificate Number on page 2 of this contract.
Complete and sign the Form 1295
Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
Contract # 7501 – Stryker/Medical Division (2-22-202 1 )
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4EIE58AF0
EXHIBIT E
PROCARE PRICING AND SERVICE AGREEMENT TERMS AND CONDITIONS
Contract # 7501 – Stryker/Medical Division (2-22-202 1 )
DocuSign Envelope ID: 20554D99-24D54BEA-8090-53B4EIE58AFO
Exhibit E
ProCare Service Plan Agreement Terms and Conditions and Pricing
ProeiF&:-PTtM Birmz
ThIs ExhibIt, together wIth the Service Contract between the partIes hereto sets forth the entire Product Service Plan Agreement ("Agreement") between
Stryker Sales, LLC, through Its Medical Division, hereinafter referred to as "Stryker", and the City of Denton, TX named on the face of the ProCare Proposal,
hereinafter, referred to as the "Customer". This is the entire Agreement and no other oral modifications are valid. This Agreement shall remain in effect unless
canceled or modified by either party according to the following terms and conditions. Stryker accepts Customer’s order expressly conditioned on Customer's
assent to the terms set forth in this document Customer’s order and acceptance of any portion of the services shall confirm Customer’s acceptance of these
terms. Amendments to this document shall be in writing and no prior or subsequent acceptance by Stryker of any purchase order, acknowledgmenl or
other document from Customer specifying different and/or additional terms shall be effective unless signed by both parties.
1. SERVICE COVERAGE AND TERM
Strykershall provide to Customer the services (the “Services”) as defined on Page 1 of the Stryker Proposal as the equipment ProCare Program(s) (hereinafter
each, a "Service Plan"). The equipment covered under said Service Plan is set forth on the Equipment Schedule attached to the Proposal (the “Equipmenf’).
The Services and the Service Plan(s) are ancIllary to and not a complete substitute for the requirements of Customer to adhere to the routine maintenance
instructions provided by Stryker, its equipment and operations manuals, and accompanying labels and/or inserts for the Equipment Customer covenants and
agrees that its personnel will follow the instructions and contents of those manuals, labels and inserts. When Equipment or a component is replaced, the
item provided in replacement will be the Customer’s property (if Customer owns the Equipment) and the rep]acecl item will be Stryker's property. The Service
Plan(s) coverage, term, start date, and price of the Services appear on the face of the Stryker Proposal.
2. EQUIPMENT SCHEDULE CHANGES
During the term of the Agreement and upon each party's written consent, additional Equipment may be included in the Exhibits included in the Service contract
7501). All addiHons are subject to the terms and conditions contained herein. The parties shall mutually agree that Stryker shall adjust the charges and
modify the Equipment Schedule to reflect any additions.
3. INSPECTION SCHEDULING
Service inspections will be scheduled in advance at a mutually agreed upon time for such period of time as is reasonably necessary to complete the Services.
Equipment not made available at the specified time will be serviced at the next scheduled service inspection unless specific arrangements are made with
Stryker. Such arrangements will include travel and other special charges at Stryker’s then current rates,
4. INSPECTION ACTIVITY
On each scheduled service inspection, Stryker’s Service Representative will inspect each available item of Equipment as required in accordance with Stryker’s
then current maintenance procedures for said Equipment if there is any discrepancy or questions on the number of inspections, price, or Equipment the
parties mutually agree to review and amend this Agreement.
5. CUSTOMER OBLIGATIONS
Customer shall use commercially reasonable efforts to cooperate with Stryker in connection with Stryker’s performance of the Services. Customer
understands and acknowledges that Stryker Service Representatives will not provide surgical or medical advice, will not practice surgery or medicine, will
not come in physical contact with the patient will not enter the “sterile field" at any time, and will not direct equipment or instruments that come in contact
with the patient during surgery. Customer’s personnel will refrain from requesting Stryker Service Representatives to take any actions in violation of these
requirements or in violation of applicable laws, rules or regulations, Customer policies, or the patient’s informed consent A refusal by Stryker Service
Representatives to engage in such activities shall not be a breach of this Agreement Customer consents to the presence of Stryker Service Representatives
its operating rooms, where applicable, in order for Stryker to provide Services under this Agreement and represents that it will obtain all necessary consents
from patients.
6. SERVICE INVOICING
Invoices will be sent on the agreed payment method. The parties acknowledge that Employer is a public entity/political subunit exempt from the payment of certain
taxes and will provide exemption certificates or documentation confirming its tax-exempt status upon request All invoices issued under this Agreement are to be paid
within thirty (30) days of the receipt of the invoice as the minimum period established under the Customer’s state- mandated regulations. Failure to comply with
state regulated terms will constitute breach of contract and future Service will only be made on a prepaid or COD basis, or until the previous obligation is satisfied, or
both. Stryker reserves the right, with no liability to Stryker, to cancel any contract on the basis of payment default for any previous equipment or service provided by
Stryker or any of its affiliates. The City of Denton is tax exempt
7. PRICE CHANGES
The Service prices specified herein are those in effect as of the date of acceptance of this Agreement and will continue in effect throughout the term of the
Service Plan.
8. INITIAL INSPECTION
This Agreement shall be applicable only to such Equipment as listed in the Equipment Schedule, which has been determined by a Stryker’s Representative to
be in good operadng condition upon his/her initial inspection thereof.
DocuSign Envelope ID: 20554D99-24D54BEA-8090-53B4EIE58AFO
Exhibit E
ProCare Service Plan Agreement Terms and Conditions and Pricing
9. MAINTENANCE INSPECTION
This Agreement may include products which are beyond their warranty period and tested expected service life. Any such product will be inspected to
determine if the product meets the operations and maintenance manual guidelines for that particular product 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.
10. SERVICE PLAN WARRANTY AND LIMITATIONS
Stryker represents and warrants that the Services shall be performed in a workmanlike manner and with professional diligence and skill. Services will
comply with all applicable laws and regulations. During the term of the Service Plan, Stryker will maintain the Equipment in good working condition.
Notwithstanding any other provision of this Agreement the Service Plan does not include repairs or other services made necessary by or related to, the
following: (1) abnormal wear or damage caused by misuse or by failure to perform normal and routine maintenance as set out in the Stryker maintenance
manual or operaHng 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 Equipmen€ only Stryker accessories should be used. Stryker reserves the right to invalidate the Service Plan if Equipment is used
with accessories not manufactured by Stryker.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANT IES APPLICABLE
TO THE SERVICES AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY STRYKER, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
11. WAIVER EXCLUSIONS
No failure to exercise and no delay by Stryker in exercising any right; power or privilege hereunder shall operate as a waive r thereo£ 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 OFLIABILITY
IN NO INSTANCE WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, PUNITIVE, SPECIAL, COVER, EXEMPLARY, MULTIPLIED OR
CONSEQUENTIAL DAMAGES OR ATTORNEYS’ FEES OR COSTS FOR ANY ACTIONS UNDER OR RELATED TO THIS AGREEMENT.
13. FORCE MAJEURE
Except for Customer's payment obligations, which may only be delayed and not excused entirely, neither party to this Agreement will be liable for any
delay or failure of performance that is the result of any happening or event that could not reasonably have been avoided or that is otherwise beyond its
control, provided that the party hindered or delayed immediabely notifies the other party describing the circumstances causing delay. Such happenings or
events will include, but not be limited to, terrorism, acts of war, riots, civil disorder, rebellions, fire, flood, earthquake, explosion, action of the elements, acts
of God, epidemic, pandemic, inability to obtain or shortage of material, equipment or transportation, governmental orders, restrictions, priorities or
rationing, accidents and strikes, lockouts or other labor trouble or shortage.
DocuSign Envelope ID: 20554D99-24D54BEA-8C)90-53B4EIE58AF0
Exhibit E
ProCare Service Plan Agreement Terms and Conditions and Pricing
14. WARRANTY OF NON.EXCLUSION
Each party represents and warrants that as of the Effective Date, neither it nor any of its employees, are or have been excluded terminated, suspended, or
debarred from a federal or state health care program or from participation in any federal or state procurement or non' procurement programs. Each party
further represents that no final adverse acHon 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 parbcipaHon in any federal or state procurement or non-procurement programs, such will promptly notify the other party. Each party retains the
right to terminate or modify this Agreement in the event of the other party’s exclusion from a federal or state health care program.
15. COMPLIANCE
Stryker, as supplier, hereby informs Customer, as buyer, of Customer’s obligation to make all reports and disclosures required by law or contract, including
without limitation properly reporting and appropriately reflecting actual prices paid for each item supplied hereunder net of any discount (including
rebates and credits, if any) applicable to such item on Customer’s Medicare cost reports, and as otherwise required under the Federal Medicare and
Medicaid Anti-Kickback Statute and the regulations thereunder (42 CFR Part 1001.952(h)). Pricing under this Agreement (and each Service Plan) may
constitute discounts on the purchase of Services. Customer represents that (i) it shall make all required cost reports, and (ii) it has the corporate power
and authority to make or cause such cost reports to be made. To the extent required by law, Customer and Stryker agree to com ply with the Omnibus
ReconciliaUon Act of 1980 (P.L. 96Z499) and ifs implementing regulations (42 CFR, Part 420). To the extent applicable to the activities of Stryker
hereunder, Stryker further specifically agrees that until the expiration of four (4) years after furnishing Services pursuant to this Agreemenl Stryker shall
make available, upon written request of the Secretary of the Department of Health and Human Services, or upon request of the Comptroller General, or
any of their duly authorized representatives, this Agreement and the books, documents and records of Stryker that are necessary to verify the nature and
extent of the costs charged to Customer hereunder. Stryker further agrees that if Stryker carries out any of the duties of this Agreement through a
subcontract with a value or cost of ten thousand dollars ($10,000) or more over a twelve (12) month period, with a related organization, such subcontract
shall conuin a clause to the effect that unHI 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 subcantracl and books and documents and records of such organization that are necessary to verify the nature and extent of such
costs. In performance of this Agreement, Stryker shall also comply with all applicable state and federal regulations, including but not limited to discrimination
laws
16. CONFIDENTIALITY
To the extent allowed by the laws of the State of Texas, the parties hereto shall hold in confidence this Agreement and the terms and conditions contained
herein (including Services Plan pricing) and any information and materials which are related to the business of the other or are designated as proprietary
or confidential, herein or otherwise; and (b) hereby covenant that they shall not disclose such information to any third party without prior written
authorization of the one to whom such information relates. The rights and remedies available to a party hereunder shall not limit or preclude any other
available equitable or legal remedies.
17 HIPAA
Stryker is nota "business associate” of Customer, as the term 'business associate” is defined by HIPAA (the Health Insurance Portability and Accountability
Act of 1996 and 45 C.F.R. parts 142 and 160-164, as amended). All medical information and/or data concerning specific patients (including but not limited to,
the identity of the patients), derived incidentally during the course of this Agreemenl shall be treated by both parties as confidenda], and shall not be released,
disclosed, or published to any party other than as required or permitted under applicable laws,
18. MISCELLANEOUS
Neither party may assign or transfer their rights and/or benefits under this Agreement without the prior written consent of the other party, except that
either party shall have the right to assign this Agreement or any rights under or interests in this Agreement to any parent, subsidiary or affiliate. All of the
terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and be enforceable by permitted successors and assigns of the
parties to this Agreement This Agreement shall be construed and interpreted in accordance with the laws of the state where Customer is located. The
invalidity, in whole or in parG of any of the foregoing paragraphs, where determined to be illegal, invalid, or unenforceable by a court or authority of
competent jurisdiction, will not affect or impair the enforceability of the remainder of the Agreement.
DocuSign Envelope ID: 20554D99-24D54B EA4090-53B4EIE58AF0
EXHIBIT F
DENTON FIRE ASSET SPREADSHEET
5 Year Projected PROCARE Costs
Model Number
o
Cots
Serial Number 2021 2022 1 o 2 2026
6500
6500
6500
6500
6506
6506
6506
6506
6506
6506
6506
6506
6506
6506
6506
6506
6506
1 6506 New 2021 1 3 1 52.965.501 53.054.471
656®8M/ ciM
6506 New 2023
6506 New 2024
6506 New 2025
6506 New 2026
Power-Load
Systems
6390
6390
6390
6390
6390
6390
6390
IE3giiI
6390
6390
mb
6390 New 2021
6390 New 2022
63bM§ew 2023
6390 New 2024
6390 New 2025
6390 New 2026
= :
b
3 +
+
+T#-[-
80740797
91241271
80740796
91241270
121040990
160@2 14
151041439
170139404
180340071
171040675
121040m9
121040962
121040989
170839579
180840125
1902003500312
1902003500311
3
2
2
1 3 1
2
3
$0.00
$0.00
$0.00
$0.00
$0.00
no
no
no
no
no
no
no
no
Q2 65.50
mo
no
ml
ml
ml
mo
m1
m1
m1
ml
ml
no
no
$3,054.47
m2
$1,069.16
$1,069.16
$1,069.16
$1,069.16
m1
$1,069.16
$1,069.16
mo
m1
ml
mo
no
no
m3
m2
snl
Sl,111.93
$1,111,93
$1,111.93
$1,111.93
$1,111.93
$1,111.93
$1,111.93
Sl,111.93
$1,111.93
$1,111.93
$1,111.93
$0.00
$0.00
$3,240.48
$2,181.30
$2,181.29
3
$1,156.41
$1,156.40
$1,156.41
ml
m1
m1
ml
m1
a1m5m5
no
no
m3
m2
m2
m3
bmE3
$1,202.66
$1,202.66
$1,202.66
$1,202.66
$1,202.66
$1,202.66
$1,202.66
$ 1,202.66
$1,202.66
$1,202.66
$1,202.66
$1,202.66
$1,202.66
$3,437.83
$2,314.14
$2,314.13
$3,437.83
$2,314.13
W8
160340227
160839234
171040758
2017012400121
161241200
151040502
161139997ms
2018012400824
1901 0 1 24000@
1
3
2T––2––F––-Er–F
3
2
3 1
$0.00
no
no
mo
no
no
no
no
no
no
no
@3
no
no
ml
ml
no
m3
ml
m1
m3
no
nono
2
$1,n
$1,377.31
$1,377.31
m3
$0.00
$1,377.31
$1,377.31
$1,377.31
m1
no
no
m4
m2
m2
$1,418.63
$1,418.63
$1,418.63
$1,418.63
$1,418.63
$1,418.63
$1,418.63
$1,418.63
$1,418.63
SO.oo
$0.00
$4,255.90
$2,837.27
$2,837.27
$4,255.90
$1,46T91
m1m6m6m6
m1
m1m6
ml
no
no
F3iill8
m2
m2
m4
m2
$1,505.02
$1,505.02
$1,505.02
$1,505.02
$1,505.02
$1,505.02
$1,505.02
$1,505.02
$1,505.02
$1,505.02
$1,505.02
$4,515.08
$3,010.06
$3,010.06
$4,515.08
$3,010.06
$4,515.08
DocuSign Envelope ID: 20554D99-24D54BEA-8090-53B4EIE58AF0
5 Year Projected PROCARE Costs
Model Numberms
CR+
CR+
CR+
CR+
CR+
CR+
CR+
(/R+
LPI ooo I
LPI OOO
LPI OOOU LPIOOO
LPI OOO
LPI OOO
LPI OOO
LPI OOO
CR2 Current
CR2 2021
CR2 2022
LP15
LP15
LPI 5
LPI 5
=
-r-[-[
=-[
=
=-[q
1
-r-[-[
=
+––T–––
L [
[
Serial Number 2021 1 2022 1 2023 1 2024 1 2025 2026
421 49664
43034281
]
42149666
43056255
39395557
42149665
43830066
37216157
37849584
778525231
39143108
39143109
39143110
39912529
4041 5626
12 Units
35 Units
30 Units
$336.30
$336.30
$336.30
$336.30
$336.30
$336.30
$336.30
$336.30
m3
m3
m3
m3
m3
m3
m3
m3om6
$346.39
$346.39
$346.39
$346.39
$346.39
$346.39
$346.39
$346.39
$4,156.67
2
$356.78
m3
m3
m3
m3
m3
m3
m3a2
$12,487.36
$10,703.40
$367.48
5367.48
$367.48
$367.48
$367.48
$367.48
$367.48
$367.48
$4,409.81
$12,861.98
$11,024.50
$378.51
$378.51
$378.51
$378.51
$378.51
$378.51
$378.51
$378.51
$4,542.10
$13,247.84
$11,355.24
$389.86
$389.86
$389.86
$389.86
$389.86
$389.86
$389.86
$389.86
$4,678.37
$13,645.27
W5.89
42965141
39607458
39957296
39957294
4433941 9
45073421
45063930IEI
46903324
48017491
48017763
385377758
38538721
40259642
40259645
41208206
41208283
41208787
41208871
41208945
41209696
41251915
48596220T––4––l
3
3
4
3
4
ml
m5
m5
mlm3
m5
ml
no
ml
no
no
m1
m5
ml
ml
ml
ml
m1
ml
ml
m1
ml
m1
m6
$1,575.90
$1,575.90
$1,575.90
$1,575.90
$1,575.90
$1,575.90
$1,575.90
$1,575.90
$1,576.90
no
$0.00
$1,575.90
ml
$1,575.90
$1,575.90
ml
$1,575.90
$1,575.90
$1,575.90
$1,575.90
$1,575.90
$1,575.90
$1,575.90
$6,303.60
$4,727.70
LP15
LPI 5
LPI 5
$1,623.18
$1,623.18
m6
m1
ml
ml
no
no
ml
ml
ml
ml
ml
ml
ml
ml
ml
ml
ml
ml
m6
a8
m4
LPI 5
LPI 5
LPI 5
LP15
LP15
LP15
LP15
LP15
LPI 5
LPI 5
LP15
LPI 5
LPI 5
LP15
LPI 5
LPI 5
LPI 5
2021 New LP15
bm:w LP15
-a3 New LP15
2024 New LP15
-mi:=--FF1 5
mR-;FLp15
$1,671.87
$1,671.87
$1,671.87
$1,672.93
$1,672.93
$1,672.93
$1,671.87
$1,671.87
$1,671.87
$1,671.87
$1,671.87
$1,671.87
$1,671.87
ml
$1,671.87
$1,671.87
$1,671.87
$1,671.87
$6,687.49
$5,015.62
$5,015.63
$6,687.48
$1,722.03
$1,722.03
ml
$1,723.12
$1,723.12
$1,722.03
$1,722.03
$1,722.03
$1,722.03m2
$1,722.03
$1,722.03m2
m1
mlm2
m1m2
m6
m5
m5
m6
m5
$1,773.69
$1,773.69
$1,773.69
$1,774.81
$1,774.81
$1,773.69
$1,773.69
$1,773.69
$1,773.69
$1,773.69
$1,773.69
$1,773.69
$1,773.69
$1,773.69
$1,773.69
$1,773.69
$1,773.69
$1,773.69
$7,094.76
$5,321.07
$5,321.08
$7,094.75
$5,321.07
$7,094.76
DocuSign Envelope ID: 20554D99-24D5.4BEA-8090-53B4EI E58AF0
5 Year Projected PROCARE Costs
Model Number
Lucas
Lucas
lucas
Lucas
Lucas
Lucas
Lucas
Serial Number 2021 2022 1 2023 1 2024 1 2025 2026
3519G863
3519G@
3519G865
3519G866
3519G867
8
3519G869
3519G870
3519G81711
3
2
2
3
2
3
$1,913,40
$1,913.40
m1
$1,913.40
$1,913.40
$1,913.40
$1,913.40
$1,913.40
$1,913.40
$5,740.20
$1,970.80
$1,970.80
$1,970.80
$1,970.80
$1,970,80
$1,970.80
ml
m9
m9
m5
m3
$2,029.93
$2,029.93
$2,029.93
m2
$2,029.93
$2,029.93
$2,029.93
$2,029.93
m2
$6,089.78
$4,059.85mg
$2,090.82
$2,090.82
$2,090.82
$2,090.82
$2,090.82
$2,090.82
52,090.82
$2,090.82
$2,090.82
$6,272.47
$4,181.65
$4,181.65
$6,272.47
$2,153.55
$2,153.55
$2,153.55
$2,153.55
$2,153.55
$2,153.55
m2
$2,153.55
$2,153.55
$6,460.65
m4
m4
m6
m3
$2,218.16
$2,218.16
$2,218.16
$2,218.16
$2,218.16
$2,218.16
$2,218.16
$2,218.16
$2,218.16
$6,654.47
$4,436.31
$4,436.31
$6,654.47
$4,436,31
$6,654.47
Lucas
202118Me ML
2022 New Lucas
2023 New Lucas
2024 New Lucas
2025 New Lucas
2026 New Lucas
Modems
Verizon Kore[i––a
Verizon Kore
Verizon Kore
Verizon Kore
Verizon Kore
Verizon Kore
Verizon Kore
Verizon Kore
Verizon Kore
Verizon Kore
Verizon Kore
Verizon Kore
Verizon Kore
-0erizon Kore
Verizon Kore
Verizon Kore
He =on Kore
Verizon Kore
Verizon Kore
Verizon Kore
Verizon Kore
Verizon Kore
@
–[–f [
=
20174785
20174786
2
20442395
2044238
20442397
20442398
9
20442400
20442401
20442402
20442403
20543068
20543069
20543070
20543071
20543072
20543073
20543074
20543075
20749962
20749963
20749964
20665108
m2
m2
m2
m2
m2
m2
m2
m2
m2
m2
m2
m2
m2
m2
m2
m2
m2
m2
m2
m2
m2
m2
m2
m2
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$215.27
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$221.73
$228.38
$228.38
$228.38
$228.38
$228.38
$228.38
$228.38
$228.38
$228.38
$228.38
$228.38
$228.38
m2
$228.38
m2
m2
m2
m2
m2
m2
m2
m2
m2
m2
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$235.23
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
$242.29
DocuSign Envelope ID: 20554D99-24D54BEA-8090-53B4EIE58AF0
5 Year Projected PROCARE Costs
E
Model Number
Stair-PRO
6252
6252
6252
6252
6252
6252
6252
6252
e
2022 New 6252
2023 New 6252
2024 New 6252
2025 New 6252
2026 New 6252
Code Stat
Upgrade
2022
2026
Serial Number 2021 2022 2023 2024 1 2025 2026
080940821
100141206
130140732
130140733
130140734
130140735
080940822
100141207
3
2
2
3
2
3
$171.60
$171.60m
ml
m7
ml
m7
ml
as
m3
$176,75
$176.75
$176.75
$176.75
$176.75
$176.75
$176.75
$176.75
$530.24
$353.50
$353.50
$182.05
$182.05
$182.05
$182.05
$182.05
$182.05
$182.05
$182.05
$546.15
$364.10
$364.10
$546.15
$1837
ml
ml
mI
ml
mla8
ml
ms
m3
m3
m5
m3
$193.14
$193.14
$193.14
$193.14
$193.14
$193.14
$193.14
$193.14
$579.41
$386.27
$386.27
$579.41
$386.27
L579.41
mI
E
==
$2,473.00
$2,750.00
TOTAL PROCARE ESTIMATE $996,130.70
DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4EIE58AF0
Exhibit G
CONFLICT OF INTEREST QUESTIONNAIRE -
For vendor or other person doing business with local governmental entit'
This questionnaire reflects changes macby H.B. 23, 84egular Session.
FORM CIQ
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a)
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor,
1
2
Division , f/k/a STRYKER SALES CORPORATION
LJ 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
d N,m, ,rI„,I g,„,.m,.t ,m„, ,b,„t wh,m th, i„r,,m,ti,„ i. thi, „,ti,. i, b,i„g di„I„,d.
Name of Officer
Tlris 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, nom the vendor?
H ,„,n ,„,
B Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
[] Yes [] No
C Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
n ,"= .„,
D Describe each employment or business and family relationship with the local government officer named in this section
4
5
[] I have no Conflict of Interest to disclose.
3/4/2021
M.doing business with the Date