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HomeMy WebLinkAboutResolutions - 2018.11.14 - 23887'airperson, PubleServices Committee MISCELLANEOUS RESOLUTION #1839i November 14, 2018 BY: Commissioner William Dwyer, Chairperson, Public Services IN RE: PUBLIC SERVICES DEPARTMENT/ANIMAL SHELTER AND PET ADOPTION CENTER — ANIMAL SHELTER IMPROVEMENTS, EQUIPMENT ACQUISITION To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS Oakland County designed and built a new state-of-the-art Animal Shelter which opened in September 2017; and WHEREAS the Oakland County Animal Shelter and Pet Adoption Center has determined several needs after occupying the new shelter for the past year; and WHEREAS this list below includes additional items, with the estimated cost, that will benefit the animals under the care of the Animal Shelter and Pet Adoption Center: • Blood Analyzer Equipment (on-site) $28,291 • Autoclave (additional unit) $5,135 • Replacement Grates for Animal Control Vehicles $3,880 • !care TonoVet Plus Equipment (eye diagnostic tool) $3,775 • Replacement of Dog Shelters in Kennel Area (disease resistant) $2,990 • Doppler Ultrasonic Blood Flow Equipment (on-site) $1,140 • Harness Leads (qty 50) $1,000 • Stainless Steel Bowls (replace plastic bowls — qty 100) $800 • Tarps for Outside Pens (shield from weather conditions — qty 12) $360 WHEREAS the estimated cost for these items identified above totals $47,371; and WHEREAS the Oakland County Animal Shelter and Pet Adoption Center has a restricted Animal Control Legacy Fund that consists of monies totally accumulated by the generous donations of the public to help improve the lives of the animals cared for by the Animal Shelter and Pet Adoption Center; and WHEREAS funding of the estimated $47,371 for the items noted above is available for transfer to the Animal Control operating budget from the Animal Control Legacy Fund which as a balance of approximately $441,000 as of September 2018. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the purchase of the items referenced in this resolution at the estimated cost of $47,371. Chairperson, on behalf of the Public Services Committee, I move the adoption of the foregoing resolution. "(/) Oder' PUBLIC SERVICES COMMITTEE &C, Motion carried unanimously on a roll call vote with Spisz and Berman absent. I rim% Irmribuirilaw" Il INN/ Ankark, LAWORATORIES amt. August 15, 2018 OAKLAND COUNTY ANIMAL CONTROL CTR 1200 N TELEGRAPH RD BLDG 42E PONTIAC, MI 48341 Thank you for the recent opportunity to discuss your practice's needs and goals. The falowing paces summarize our discussions and the IDEXX products and services that can help you meet these objectives. I would appreciate the opportunity to discuss this with you further. Please let me know if you have any questions in the meantime. Regards, Marissa Osinski Marissa-Osinski@idexx.corn Iwoolill=116/Moir 11111...1161.4.1.M. LABOR A-TORIES 99401 Contract #: 2018-256304-1 August 15, 2018 - Quote valid until September 14, 2018 OAKLAND COUNTY ANIMAL CONTROL CTR • 1200 N TELEGRAPH RD BLDG 42E • PONTIAC, MI 48341 US idV" ORDER In-0-louse Instruments LaserCyte Dx Catalyst One Analyzer IDEXX VetLab Station Delivery Fee: VetLab Dx Instrument Starter Packs Catalyst Dx LaserCyte Connectivity *Wireless Router and Components • m'IVLS Printer with USB Cable *25' Ethernet Cable • *VetConnect PLUS EDEXXCare Plus (Quarterly) LaserCyte • IVLS - Catalyst One Total Price* Total Dliscourn1 4: Due at Install* taxes not included PRICE $19,995 $11,995 $1,995 $499 $1,490 $318 Qm-irleily by IDEN..v $36,291.93 ($8,000) $28,291.93 Congratulations on your participation in the following: Et All IDEXX instruments Include a one-year warranty Catalyst Upfront Point Promotion 6600 Points will be deposited in your IDEXX Points account after Delivery and Acceptance of the above instrument(s) has occurred. See idexx.com/points for full terms and conditions on the use of IDEXX Points. Accompanying Documents: One-IDEXX Master Terms Upon acceptance by 7DEXX, this Order Form and Sales Receipt is a binding agreement between the practice named above and IDEXX Distribution, Inc. on behalf of itself and its affiliates. Ey signing below, you acknowledge receipt of the Master Terms and the documents referenced above that accompany this Order Form and Sales Receipt, and you agree to the terms stated above and in the Master Terms and the accompanying documents, and you represent that you are authorized to sign these documents on behalf of the practice, and that the doctor listed below holds a valid license to practice veterinary medicine at the location where the equipment will be used These documents may Pe modified only by written agreement 'Your order is subject to approval at IDEXX's home office. A facsimile or electronic version of your signature on this Order Form and Sales Receipt and any accompanying documents when received by us shall be binding upon you, for all purposes, as if originally signed. IHD Install Date Principal's Name and Title * Principal's Signature * Today's Date Doctor's Name 99401 Contract #: 2018-256304-1 August 15, 2018 - Quote valid until September 14, 2018 * Required fields I NUM irairW II MM. 1=4/11n41rik. LABORATOR IES LABORAT One IDEXX Master Terms Welcome to the IDEXX family of leading animal health products, services and software. You are joining veterinarians worldwide in accessing leading innovations to help keep pets safe and healthy. Below are our detailed terms and conditions that apply to our products, services, and software, referred to as our "offerings", purchased by you ("customer", "you" or "your") from IDEXX Laboratories, Inc. and our affiliates ("we", 'our" or "IDEXX"). If you do not agree to these terms, you are not allowed to use the offerings. 1, These Terms. 1.1 Master Terms: Schedules. We provide many different offerings that are covered by these terms Cmaster terms"). Offerings may be described in more detail in additional documents, called "schedules". in addition to these master terms, you must agree to the terms in the schedules, which will be referred to below as "additional terms". If there is a conflict or inconsistency between these master terms and any additional terms, the additional terms will govern with regards to that offering. References to these master terms also include any applicable additional terms. Additional terms specific to your offerings may be described in schedules to these master terms, including: Schedule A: additional terms related to maintenance and support offerings, including for in-house diagnostic equipment and digital products, practice information management software, and other such offerings provided by IDEXX from time to time Schedule B: minimum technical requirements Schedule C: network acceptable use policy, subscription service availability and protection Schedule D: additional warranty and support guidelines Schedule E: third party terms Schedules may be obtained from your sales representative or by contacting IDEXX customer support at 800-814-1147 or CAGbusinesssupportteam@idexx.com . 1.2 Additional Definitions. For the purposes of these master terms, "software" refers to all software provided by IDEXX, including IDEXX Cornerstone Practice Management products, software integrated with IDEXX hardware, third party software products, software used during installation, software installed on your systems by IDEXX, and software provided by us that is accessed by you through the Internet. "Documentation" means technical documentation, specifications, and operating instructions made available to you related to software and other offerings. 2. Fees, Payments and Returns. 2,1 Fees. Fees applicable to our offerings are available on your "order forms" that apply to them. Fees for subscriptions and services will be as indicated on our then current list price for such services and subscriptions or online where applicable, and may be changed on 30 days notice to you, unless otherwise provided on your order form. Fees do not include taxes, or third party charges of any kind, such as sales taxes or ISP charges, so if such charges apply, you will be responsible for paying them. Unless otherwise provided on your order form or schedule, payments are due on the 25th day of the month following the date of our invoice, or on their indicated due date. All costs and expenses related to collecting overdue fees, including attorney's fees, will be payable by you. 2.2 Payments and Credits. We have the right to change payment terms or revoke credit, which we have previously extended. Overdue payments will be subject to a finance charge at the rate of 1 1/2% per month or the maximum interest rate allowed by law, whichever is lower. Payments are to be made in U.S. Dollars, or Canadian Dollars for Canadian sales. In addition to any other remedy available to us, if payments become overdue, we may suspend our performance related to any of our offerings, including with respect to any applicable warranty terms. 2,3 Estimates and Quotes. Estimates and quotes are not valid unless given to you in writing, and are valid for 30 days unless otherwise specified. To be valid, orders must accepted, in writing, at our corporate offices. Quotes for software upgrades are not valid until you receive a written invoice for the upgrade. 2.4 Receiving and Returning Products. Title and the risk of loss to products shipped to you (except software) passes to you at our shipping location, at the time the product was made available for pickup at that location. All sales are final, and you may not return products without our written authorization. Authorized returns are for credit only, and some products will be subject to a restocking fee. 3. Your Rights to Use the Offerings. 3.1 Software Offerings. Your use of software is subject to all agreements such as end user and other license agreements, or other terms that accompanies or is included with the software. If software is provided to you without a license, then the following license grants you the right to use the software: Subject to your compliance with these master terms, IDEXX grants you a non- exclusive, limited, license to install and use the software, in object-code form only, for use only with the offering for which it is intended, during the term of the license, only for your internal business purposes, in a manner that is consistent with the Documentation. If your license is on a per seat basis, the number of authorized seats is 1 unless otherwise provided for in your order form. You may also copy documentation for your internal training purposes, as long as you do not remove any proprietary notices. If software is provided to you as part of a subscription, your license is only valid so long as your subscription is valid. Your rights to use non-software offerings are conditioned upon compliance with these master terms, including the payment of all fees. 3.2 Ownership of Our Materials. Many of our offerings contain software, proprietary content, and other materials and confidential information of IDEXX and its licensors. Unless specifically granted to you, IDEXX and its licensors own and retain all rights title and interest in and to the offerings and all related inteliectual property, and nothing in these terms will confer any license to any IDEXX intellectual property by implication, estoppel, or otherwise. "Intellectual property" means patents, copyrights, trade secrets, trademarks (including trade names, logos and service marks) and confidential know-how, whether registered or unregistered, and including any applications or registrations for each, and their equivalent on a worldwide basis. You may not use our trademarks, including service marks, trade names, designs, logos and other trade dress, without our written permission. Rev. 20150814 I NM% roorIkariLir 116ruilMark. LABORATOP, 3.3 Limits on Use. We want you to use our offerings for their intended purpose, but you are not allowed to: (a) copy, modify, or make derivative works of software; (b) sublicense, lease, sell, rent, use or otherwise transfer or make available software to any third-party; (c) reverse engineer, decompile, disassemble, or attempt to derive the source code or equivalent of software; (d) use software except as specifically allowed under the master terms or additional terms; or (e) remove, alter, cover, or distort any copyright, patent or other attribution on or in software or other offering. Your rights to use our offerings are conditioned upon compliance with these terms. 3,4 Feedback. You have no obligation to provide us with any feedback, such as ways to improve our offerings ("feedback"), however, if you do provide feedback, then you grant us a non- exclusive, worldwide, royalty-free, fully paid up, perpetual, unlimited, assignable license to use, reproduce, publicly perform and display, distribute, modify, and create derivative works from the feedback. 4. Confidentiality. You may receive confidential information from our licensors or us. "Confidential information" means information that is marked confidential or proprietary, or that a reasonable person should knew is confidential, and includes, without limitation, all provisions of these master terms and all IDEXX pricing, or other terms related to our offerings, including IDEXX incentive programs. Confidential information also includes software, both in binary and source code, know-how, trade secrets, and non- public information about our customers, our offerings, or us. You agree to use reasonable care to protect our confidential information and to prevent the use or disclosure of It to any third party. Any breach of this section may result in irreparable harm to us, and that monetary damages may not be sufficient, therefore you agree that we will be entitled to equitable relief with regards to any breach of this section, without waiving any of our other rights or remedies. 5, Teiemedicine, Consultation Services and Third-Party Iliiaterials. Our offerings may include links to third party sites or materials. We are not responsible for the availability of, or content from, third party sites, including any advertising, products, or other materials made available through them. Those materials are provided on an As-Is basis, and your use of those materials will be at your own risk. You are also responsible for obtaining any necessary licenses or permissions for the use of any third party materials, and you are liable for any claims arising out of the failure to properly obtain such licenses or permissions. Although some content available through the offerings may be clinical or related to medical treatment ("content"), you agree that content does not constitute an opinion, medical advice, diagnosis, procedure or treatment of any particular condition. Content is provided for informational or educational purposes only, on an As-Is basis, at your own risk. Diagnoses and treatment decisions are the responsibility of the primary care veterinarian, and in no circumstances should content be used as a substitute for the opinion of a medical practitioner. Some offerings may Include telemedicine or the ability to confer with clinicians or others on a real-time or other basis, Any information derived from such services are also provided on an As-Is basis, are for informational purposes only and under no circumstances should such Information be used as a substitute for clinical, diagnostic and treatment decisions, all of which remain the responsibility of the primary care veterinarian. 6. Reference Laboratory Services: Delivery, Handling and Retention of Specimens and Results. 6.1 Delivery of Specimens. We reserve the right to refuse to accept or to rescind acceptance of any specimen, which in our Judgment is likely to pose any unreasonable risk in handling and/or analysis. You represent and warrant that any specimen containing any hazardous substance, which is to be delivered to us, will be packaged, labeled, transported and delivered in accordance with applicable laws. 6.2 Quality Assurance. We will perform services consistent with our quality assurance standard operating procedures. It is your exclusive responsibility to confirm that our standard practices will meet ybur needs before placing any order for work. 6.3 Retention of Specimens. After we report analytical resuits, we routinely retain blood specimens in our storage facilities for forty-eight (48) hours, and serum specimens for six (6) days, after which we may destroy the specimens. 6.4 Hazardous Materials. We may return to you unused portions of specimens found or suspected to be hazardous, or to contain hazardous materials according to state or federal guidelines upon completion of the analytical work. We may invoice you for the cost of returning the specimen. 6.5 Specimen Containers. We reserve the right to charge a fee for specimen containers. All specimens become the property of IDEXX upon delivery to an IDEXX facility. 6.6 Retention of Reports. Unless otherwise agreed in writing, we shall retain copies of reports for a period of one (1) year, after which we may destroy the reports. 7. Your Responsibilities when Using Our Offerings. 7.1 Technology Reauirements. You are responsible for ensuring that you have and maintain the minimum required technology, systems, and dependencies necessary to use and access the offerings, including all costs and expenses related to those requirements. Those minimum technology requirements include all hardware, software, operating systems, network connectivity, and other technologies required to install, access, and utilize the offerings. Your minimum technology requirements may be found in your schedules, or product documentation, which may be amended from time to time. Additional information on minimum technical requirements for particular offerings may be found on schedule B. 7.2 Comply with these Terms and Obligations. You are responsible for your and your user's compliance with these master terms, and you will be liable for any non-compliance by your users. You must use commercially reasonable efforts to prevent unauthorized use of the offerings by any other party, and must promptly notify us of any unauthorized access or use. Offerings may only be used in accordance with all applicable federal, state, local and provincial laws and regulations. Laws and regulations may apply to your use of your customers' data and information, or communications to your customers related to the use of the offerings. Therefore, you are responsible for managing and controlling the personal information of your customers, including any necessary consent that you are required to obtain Rev. 20150814 2 Illmliermw%0,1ur I Km. Smiluirlhark. LABORATORIES from your customers to use their personal information and to access their data. You are solely responsible for complying with all data, privacy, defamation, spam, copyright, or other laws or regulations which may apply to your use or your customers' use of the offerings, and agree to indemnify us for any liability that arises from your non-compliance with these master tern -is and this section. 7.3 Policy for Network Use. We value mutual respect between our customers who use our network. For more information on our acceptable network use policy, see schedule C. 8. We Respect Your Data and Privacy. 8.1 Data Policies, We respect your data and the need to protect it, so we have established a Privacy Policy, which explains how our providers or we will use your data and information. IDEXX collects your personal information to respond to your request for products, services, or information, to fulfill our obligations to you under orders or contracts, to arrange for and process payments owed by you in connection with orders or contracts, or for other limited purposes. IDEXX does not share your personal information with third parties unless required to do so by law, or as reasonably necessary to fulfill or administer orders or contracts made with IDEXX. IDEXX may also use your personal information to send you educational information, information about upcoming seminars, information about new tests that become available, and information about products and services offered by IDEXX and its partners that we think may be of interest to you. If you do not want to receive unsolicited commercial information, please contact IDEXX by email at chiefprivacyofficer@IDEXX.com . For more information about our collection and use of your data and information and your customers' data and information, please see our privacy policy, which is available at www.idexx.com/privacy . We use third party service providers ("data storage providers") for our web-based data storage services, including Amazon Web Services, Inc. ('AWS"). Therefore, you must also agree to the terms of the data storage providers' privacy and customer agreements. The AWS privacy and customer agreements are available at httplaws.amazon.com/agreement/ and http://aws.amazon.com/serviceterms, each of which may be updated from time to time by AWS. 8.2 Data Protections. We hold your data In our possession with the same degree of care that a reasonable and careful company would exercise with similar data of its own. We will also implement reasonable security and environmental precautions to ensure a high level of system availability and data protection and recovery. For more information on our service level and data protection efforts for particular offerings, please see schedule C. 8.3 Back up your Data. You are solely responsible for determining which of your files will be backed up when using any of our offerings, including PACS and our backup and recovery services. You must determine your own data backup and retention requirements based on your own needs and any applicable laws and regulations. You acknowledge that no backup solution is completely failsafe, and you will be solely responsible for Implementing any other backup or redundant systems you deem appropriate or necessary given your circumstances, and we will not be liable for any loss of your or your customers' data. Upon termination of our services to you Involving the storage of data to you, including but not limited to images related to PACS offerings, we may store such data for up to 6 months; however, we are not responsible for maintaining such data and may delete your files without additional notice 9, IDEXX Limited Warranties. 9.1.1 Limited Warranty, Subject to the provisions of this section 9, we warrant that: (a) our reference laboratory and telemedicine services will be provided in a professional manner using qualified personnel; (b) our non-software products will conform to our documentation, when stored under conditions specified by us and given normal, proper and intended usage, until the expiration of the products' stated shelf life, or, if none is stated, for the greater of 1 year after delivery to you or as stated on your order form or sales receipt and; (c) the 2 most current release versions of our software licensed to you (including documentation), as delivered, will perform substantially in accordance with the documentation for 90 days after delivery to you. You acknowledge that no diagnostic product can warrant 100% accuracy. We do not warrant uninterrupted or error-free operation of our offerings. We do not warrant expendable or consumable parts, such as fuses, batteries, bulbs, cables, power cords, adaptors, calibrators, print heads, keyboards, mice, ribbons, tapes, CDs or other supplies or media, or third- party products, such as printers or non-IDEXX software; all of which are provided to you on an "As Is" basis. Third party product suppliers may provide their own warranties. We do not warrant any software patch, update, upgrade, modification or other enhancement provided by us beyond the original warranty period for that software, which begins with your initial license from us. The benefit of the limited warranty described in this section extends to you only if you are the end-user of new products purchased or licensed directly by you from an authorized distributor or us. Our offerings are for professional use only by trained personnel. 9,1.2. Our Warranty Obligations. In the event of a breach of any limited warranty provided in section 9.1.1, we will, at no additional charge, during the applicable warranty period: (a) for non-software products, at our option either repair or replace a nonconforming product with new or serviceable used parts or products that are equivalent or superior to new parts or products in performance, and will return such product to you, transportation and insurance prepaid, and; (b) for software, use commercially reasonable efforts to provide modifications to any nonconforming software in an attempt to make it conforming. Our warranty on replacement parts and product repairs extends only for the remainder of any original warranty period. If we are unable to repair or replace a nonconforming product after reasonable efforts, or to make software conforming, we will refund your purchase price or license fee paid to us for the offering, for the period of non-conformance, and if requested by us, upon your return of the product. The terms of this section 9.1.2 shall be our exclusive liability and your sole remedy for breach of any IDEXX warranty. 9.1.3. More Information on Warranties. For more information about our warranty and support procedures and obligations, please see our Warranty and Support Guidelines, which are described on schedule D. Our online subscription service offerings are provided on an "As-Is" and "As-Available" basis except as described on schedule C regarding service levels. 9.2 Your Warranty Obligations, You must take reasonable care of the products, maintain them in a clean and appropriate environment, and carry out any routine maintenance we recommend. You must also provide reasonable supporting data Rev. 20150814 3 Ormghlimm"460‘hrir LABORATORIEZ to help identify reported problems, and promptly install new release versions of software that we may make available to you. You must also upgrade your operating system software as we may periodically recommend. Your limited warranties may be voided if you do not comply with your obiigations In this section. 9.3. Exceptions to Warranty Coverage. We don't warrant the performance of our products if your use of such products is not in strict compliance with our product instructions, you use them with products or services not provided and configured by us, or if you install unapproved software applications on our products, such as third party drivers. Failure to use only IDEXX authorized products or services on your 1DEXX products voids IDEXX's warranty obligations to you. Our warranties do not cover damage resulting from any causes external to our products, such as negligence or improper use or handling; casualty; external electrical fault; failure to follow packing or shipping instructions; use of unauthorized products in conjunction with our products; computer viruses, spyware, matware, worms or other narmful programs; or repairs or modifications made by anyone other than IDEXX or its authorized service providers. IDEXX will repair normal wear-and-tear damage only to the extent required for proper functioning of equipment under warranty; cosmetic damage is not covered. 9.4 Disclaimer of Additional Warranties. EXCEPT AS PROVIDED IN SECTION 9.1.1, IDEXX AND OUR LICENSORS MAKE NO OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND DISCLAIM ALL OTHER WARRANTIES INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CARE AND SKILL, TITLE OR NON- INFRINGEMENT OF INTELLECTUAL PROPERTY WITH REGARDS TO ANY IDEXX OFFERING. THIRD PARTY MATERIALS AND SOFTVVARE OFFERED WITH OR IN IDEXX OFFERINGS, INCLUDING OPEN SOURCE SOFWVARE, ARE PROVIDED AS-IS, AND ARE NOT COVERED BY ANY IDEXX WARRANTIES. 10. Ending the Agreement. We may terminate a schedule or these master terms with notice to you for any of the following: (a) a breach of section 7.3 (acceptable use policy) or other IDEXX policy; (b) infringement of our, or our licensor's, intellectual property; (c) breach of your Confidentiality obligations in section 4; or (d) if you breach your obligations under these master terms, and you don't cure that breach within 30 days from notice of the breach. Termination will occur automatically if you file a voluntary petition in bankruptcy, are adjudicated bankrupt, have a trustee or receiver appointed over your assets, or become insolvent or suspend your business, or make an arrangement for the benefit of creditors. For service offerings without a contrary termination provision, either party may terminate the applicable offering, for convenience, by providing 30 days written notice to the other party. In no event will any termination for any reason effect your obligation to pay outstanding fees or give you the right to a refund. Upon termination for any reason, you must: (a) stop using the offering, (b) erase all copies of any software from your systems, and (c) confirm that you have complied with this obligation if requested. it Liability Limitations. Under no circumstances will we or our licensors be liable to you or others for loss of profit or use, special, incidental, consequential, Indirect, exemplary, punitive or multiple damages, including without limitation for loss of goodwill, data or equipment or for business interruption, arising out of the manufacture, sale, supply or use of any offering or failure of or delay in delivering offerings, whether based on warranty, contract, tort or otherwise, even if we or they were advised of the possibility of such damages or losses. Subject to the provisions of section 9, 1DE)Ocs total cumulative liability to you, Including liability arising out of any offering, whether based on warranty, contract, tort or otherwise, shall not exceed the amount you paid for such offering during the 12 months before the event giving rise to the claim. The disclaimer and the limitation of liability set forth above shall apply even if any IDEXX warranty fails of its essential purpose. You agree that IDEXX has set prices and entered into these terms and conditions with you in reliance upon the disclaimers of warranty and the limitations of liability set forth In these master terms, and that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties. We specifically disclaim any liability for any actions resulting from your use of any offerings. You may use and access the offerings at your own discretion and risk, and you are solely responsible for compliance with all applicable laws or regulations or any damage to your computer system or loss of data that results from the use and access to any of the offerings. We will not be liable for or have any obligation to repair, damage resulting from computer viruses, spyware, malware, worms, or other harmful programs. 12. Resolution of Disputes. These master terms and all related disputes between the parties, whether in contract, tort or otherwise, will be governed by the laws of the State of Maine (or the Province of Ontario, for Canadian sales; or the State of New South Wales, for Australian sales), without reference to conflict of laws principles. and any related legal actions must be brought In a court of appropriate jurisdiction within Maine (or Ontario, for Canadian sales; or New South Wales, for Australian sales), and such court will have exclusive jurisdiction (except that IDEXX may bring an action for an injunction or similar equitable relief in any proper jurisdiction). You hereby waive any claim of lack of jurisdiction or inconvenient forum. IDEXX AND YOU WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION BY OR AGAINST EITHER PARTY RELATED TO THE OFFERINGS OR THE MASTER TERMS. THE PREVAILING PARTY IN ANY LEGAL ACTION SHALL BE ENTITLED TO RECOVER REASONABLE ATTORNEY'S FEES AND COSTS. To the extent allowed by law, you and IDEXX agree that any proceedings to resolve or litigate any dispute, whether in arbitration, in court, or otherwise, will be conducted solely on an individual basis, and that neither you nor IDEXX will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which you or IDEXX acts or proposes to act in a representative capacity. You and IDEXX further agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of you, IDEXX, and all parties to any such proceeding. The provisions of this section are to be enforced to the maximum extent legally available. 13. Other Terms. 13.1 Notices, Official notices between us must be delivered in Rev. 20150814 4 • 1111ma%1111•••Nweviluer • 111.10. 116avo.AMOV, LABORATORIES writing by commercial delivery service, which provides delivery tracking and proof of delivery, to you at the address set forth on your order or enrollment form, and to IDDOC at One IDEXX Drive, Westbrook, Maine 04092 USA, Attn: General Counsel. Such notices will be effective upon delivery as reasonably verified by the delivery service. 13,2 Force !Majeure. Neither party will be liable to the other for any failure or delay in performance of an obligation, other than obligations to make payments, arising out of any event or circumstance beyond the reasonable control of that party, including without limitation acts of God or nature, earthquakes, fires, floods, power outages, telecommunication interruptions, strikes, and governmental actions. 13.3 Assignment, You may not assign or transfer any rights under these master terms, including your licenses to software, including in relation to the sale of your practice or business, to any third party without IDEXX's prior written consent. Any unauthorized attempt to do so will be null and void. 13.4 Exocrt Obligations. You may not export, directly or indirectly, any offering in violation of any U.S. export laws or regulations. 13.5 Hardware and Materials. In order to control pricing related to some offerings or sales programs, some offerings may include quality remanufactured or refurbished instruments. If you participate in such a program, your instruments may be new or refurbished. Our standard warranties apply to any such instruments. Some offerings may also require you to trade in existing equipment in order to participate. 13.6 English Language. (Quebec only.) The parties confirm that it is their wish that these master terms and any other documents delivered or given pursuant to the master terms, including without limitation, additional terms and notices, have been and shall be in the English language only. Les parties aux presents confirment leur volonte qua cette convention de meme tous les documents, y compris tous avis, s'y rattachant, soient rediges en angiais seulement. 13.7 Waiver. Our failure to enforce any provision of these master terms shall not constitute a waiver of such right. If any term of these master terms is found to be unenforceable, that term is to be modified to make that term legal and enforceable, and the balance of these master terms will continue in full force and effect, such change to be made in a manner to maximize the enforcement of the remaining terms. 13.8 Severabilitv. If any provision of these master terms or any schedule is held by a court of competent jurisdiction to be unenforceable because It is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected. 13.9 Government Contract Provisions. Offerings that include software and documentation acquired by or on behalf of the U.S. Government or other national government, is to be deemed "Commercial Computer Software" or "Commercial Computer Software Documentation," and absent a written agreement to the contrary, the government's rights with respect to such Software or Documentation are limited by these master terms, pursuant to FAR § 12.212(a) and/or DFARS § 227.7202-1(a). include third party software and services, including services from Trend Micro. If your order includes IDEXX antivirus offerings from Trend Micro, Trend Micro is a third-party beneficiary of the provisions of these master terms, and you must agree to the additional terms set out in schedule E, 13.11 Entire Agreement. These master terms, along with any additional terms on applicable schedules or described in your order or enrollment form, represent the final agreement between the parties regarding the subject matter, and supersede all prior or contemporaneous agreements, whether written or oral. Any terms added by you in any order form or other document or correspondence that is inconsistent with or contrary to the terms set forth in an original IDEXX form will not become a part of the contract between the parties. 13.10 Antivirus Service Providers. Our antivirus services may Rev. 20150814 5 crnrk P ttP r Uitracve M / Auto,matic. mic..3.rn=rk $5,135.00 (No rel3ev.Fs-y42t) Rev0:, SUL h411-022 Co.nditiom BrandN-ay QuAntr.:57_,4 I FREE SHIPPING SALE ON PART ORDERS S994- WIll-f CODE: SAVE PM MI PIM OM OM IR MI tTJTe OrnaTk Riffer UffracievE., ivil .A,[iternz-Mc SuiIitmr Autoclave Year Manurathirer: Midrnark: This produat Ls a genuine osrd7 product manulactuyed by Mrwath. We DO NOT set 3rd party or "OEM Replacement" Brands. These are inferior and may cause your warranty to void. The .M11's 11 x 18' chamber offers it the difference or being the largest of any preferred countertop sterilizer available on the market, making it best for Larger packs and gadgets. RELIABLE e Steam—Flush Pressure Pulse Air Removal System ensures proper steam penetraton SIMPLE john in farminodale United States X purchased 2 Mitirnarir Ritter MR tlitrat... 3 4gc e Simply Load it, set it and forget it CONVENIENT CO r,IVENIENT , Four pre-pi-co:rammed and two proorammable cycles TECH SPECS = Overall length 'Niplug: 23_8 (60_5 ern) • Overall 17_8' (45_2 cm) = Overall helant wIprinter: 17_8" (45.2 cm) = Minimum comteriop 21" (533 cm) 0 x 17_8" (45.2 cm) W = Chamber: 11'1 diameter (28 CM) o 1F depth (45.7 cra) 0 6.5 gal. usable volume (24.6 liters) = Trays: o Two large —9" Wx 15" L x1.1" El (229 cm x 38 cm x29 era) 0 Two small — 6.8 x 15" L x1.1" D (16.8 cm x 3s cm x2.9 crn) = Unit weight: 99 lb (44.9 kg) Shipping Weight: 131 lb 554 kg) d Water reservoir capacity: 1A gal_ (5_3 Liters) ▪ C Electrical requirements 4 P Electric:IL requirements c 115 VAC, 5DI6.0 Hz, 15 Amps Eingfe Phase c Meets ihe requirements of ASME Boi[er and Pressure 'Vessel Code UL Listed to US & Canadian Standards Plsa 59 Itots: that as an authoth-Ad de.alar Tar FATdmark, ALT-L;clavWepat is not .allowed to sell to dental pfefessintraAs_ We do an address check an every order. If yOu do place an order anyway, and sc,,e fail to see it, please note that hlidmark only covars pafts and not Igor. _4411144.1_ UPS Ground APPROVAL Customer Name Print Customer Signature $240.00 Subtotal Tax (0%) Total $240.00 $3880.00 $0.00 $3880.00 Purchase Order No. MAVRON, INC. 152 S Zimmer Rd Warsaw IN 46580-2369 Sales Rep: Mallory Roberts Phone No: 800-551-1498 Email: mailory(mavron,com .0 Li 0 Id 1 on Part Quote #13280 M To Ship To TOTAL $3880.00 CUS10316 Animal Control Oakland County ME 1700 Brown Road Auburn Hills M/ 48326 (248) 858-1090 Animal Control Oakland County Ml 1700 Brown Road Auburn Hills MI 48326 Create IDate: 7/30/2912 Expires:1/25120121 Shipping Method Terms Parts Rep UPS Ground Net 30 Mallory Roberts Description Cage Floor Grills - Polyethylene 8 sets of 7 These will need to be shipped by the set. 1 set is $30 to ship. Freight is $400, if we ship everything on one pallet. Qty Unit tern 56 OPTION-3M32003 Rate Amount $65.00 $3640.00 1111111,1211181,1111111 Icare TonoVet Pius https://www.pattersonvet.com/Supp!ieg/productFarnjlyDetajls/pw 1-800-225-7911 !Help (Melo) (htt, (h4 (htt; (MU 100191642 OAKLAND COUNTY ANIMAL CARE CENTER 1ShoppaR—art) _ I Sign Out Diagnostics (tSupplles/ProductItemFamily/241624/DiagnostIcs0 e Tonometers USupplies/ProduolltemFamily/241624(Tonometerst7ss=241835) 0 0 0 Description Patterson Rem # Each (/ProductItem 1078931635) In Stock at Alt DC [care® TonoVet Plus My Shopping Lists JORGENSEN LABS INC My eCuetonl Catalog (IS:goo,pingLis The Icaree TonoVet Plus telemeter is intended for measuring 10P on animal patients by veterinary practitioners and veterinary ophthalmologists. Features; * Fully automated For 4 species (dog, cat, rabbit, horse) Faster results a More comfortable for the patient, no topical anesthetic a Positioning indicator lights a Held upright In o natural, ergonomic position like an ophthalmoscope for optimal readings a Automatic measuring option a 2-year warranty a Instructional DVD included Less Info 07-893-1535 J1000TP $3,775.00 Mfg Item Pdce Qty 0 Staplers - 35 VVide (/Productitem/078931967) 07-893-1967 PATTERSON VET PRIVATE LABEL View all Shopping Lists 0 {/ShoppingLisVShoppingLists) New Arrivals (/Supplies/ProductFs /PIF_7618677earousell — (/ProdUctItern/078921967) Patterson Veterinary Stainless Steel Surgical Add to Shopping List Add to Carl $10.99 /EA losemmonee! TV" " (/Productitem/075934054) Patterson Veterinary ZyPattTM Tablets - 100/Bottle (/Producilern /078934054) 07-893-4054 PATTERSON VET PRIVATE LABEL $19.95 / 80 (/ProductItem/079911971) Purina® Pro Plan® Vet Diets EN Gastroenterical Canine - 13.4 oz Cans, 12/Pkg (Drop Ship) (/ProductItern/078911971) 07-691-1971 NESTLE PURINA PETCARE Legend Additional Information DEA Hazrnat - Chargeable Ice List MS DS My eCustom Catalog Hazmat - No Charge Pedigree Prescription Promotion This item is on your Formulary list. 1 Of 2 8/17/2018 12:17 PM FW: Dog Houses - Tooie, Joan ie M htips://outlook.office365.com/owanvievnnodel—Readhliessageltem&... FW: Dog Houses Grey, Shelley Tue 8/21/2018 8:21 AM To:Toole, Joanie M <toolej@oakgov.com >, Shelley Grey, Kennel Supervisor Oakland County Animal Shelter and Pet Adoption Center 1200 N. Telegraph, Bldg. 42 East Pontiac, MI 48341 (248) 858-0413 g:-eys@oakgov.com From: Premier Pet Supply [mike@premierpetsupplycom] Sent: Saturday, August 18, 2018 9:30 AM To: Grey, Shelley Subject: Dog Houses Hi Shelley! I've been dropping off dog food and litter little by little. I have more litter at the store that I am delivering next week and I have more dog food coming Tuesday. I am working on getting multiple pallets delivered to me and getting them to you as you need them so there is a steady flow. I have a price for the dog houses and I can do them for $149.99 each. Please let me know if this works and ll get them ordered and delivered. [https://docs.google.com/uc?export=download&id=1Y6z8majZPqMoVq9j5kDLhHry RA9JW& revid =0B4t7SS70bzVDd0g4OHJXdm4xYTBycjhpK1Zj UDFCK2hhcC8wPO] I of 812112W8 8:54 AM i'Viichaer Palmer C. ier P€41: StIpply Mone. 248 647.4.S10 mobile. 248.943.9145 site: Aww.pterrfierpet1;uppiy,c-rri mikagfrermarpemipty.corn aCdress: 31215 SoAhfied MI 49025 Pettrate Indigo Dog House with FREE Dog Door I Hayneedle https://www.hayneedie.com/product/petmate-indigo-dog-house-with-f... Do Lly Sale Size (2) ' Color Tan QC-y, F Fut1 Screen 07. rj If' Earn Product Overvew SpedficEr'flons 2 of 14 SR 3/2018 12:22 PTO Petmate Indigo Dog House with FREE Dog Door I Hayneedle https://www.hayneedle.com/product/petmate-indigo-dog-house-with-f... • FREE door with each dog house purchase (valued between $35.99 - $47.99) • Extended doorway for rain-resistance and extra space • Made with Microban, an antimicrobial to fight growth of stain and odor-causing bacteria, mold and mildew • Multiple sizes and styles to choose from ▪ Igloo shape with extended door neck for rain and wind protection • Adjustable rooftop ventilation for air flow Dimensions 51.5L x 39.3W x 301-1 in. (X-Larg( 43.8L x 34W x 25.8H in. (Large) Material Plastic Assembty Assembly Required MORE SPECS MORE PRODUCT t`,1E:3 Smr '1J-.erns LI(W.C.rta mended Accessories 3 03 8/13/2018 12:22 PM Pei:mate indigo Dog House with FREE Dog Door Hayneedle haps ://ys) ww.hayneedle.com/product/petraate-thdigo-dog-house-w pro et information Ovenfiew - FREE door with each dog house purchase (valued d , - Extended doorway for rain-resistance and extra spa • Made with Microban, an antimicrobial to fight grow' and mildew - Multiple sizes and styles to choose from • Igloo shape with extended door neck for rain and w - Adjustable rooftop ventilation for air flow What's included • 1 Dog House o 1 Dog Door What's Not I cluded o Dog Descrptkrr If your dog needs a home outside the home, the Pam Door wtih Microban is a top-of-the line igloo-shaped doorway for rain resistance and wind protection. The your pet protected from outdoor elements and roof Indigo is made with Microban to fight the growth of st USA. Avaitabie Options: - Medium: 37.5L x 30.5W x 22.8H in. for 25-50 lb. dogs • Large: 43.8L x 34W x 25.8H in. for 50-90 lb. dogs. - Extra Large: 51.5L x 39.3W x 30H in. for 90-125 lb. do technical 1 of :14 V13/2018 2:22 PM Description Patterson Item # Litypier urtxaSOMC 5:3100Ci. Flow Monitor https://www.pattersonvet.com/Supplies/ProductFamiiyDetails/AL... (/) 1-800-225,7911 I Help ((Help) (htt;:(htir (hltr (h4 100191542 OAKLAND COUNTY ANIMAL CARE CENTER rShqPRARtrt) Sign Out Woritors (ISuppiles/ProductilemFamily/241994/Monitars/)> Doppler Blood Flow (/Supplies/ProductIlemFeraily/241041Doppler-Blood-Fiow/?sse241997) Doppler Ultrasonic Blood Row Monitor JORGENSEN LABS INC Hypertension (high blood pressure) Is often overlooked during diagnosis, treatment and routine physical exams In small animals. In addition, many hypotensive (low blood pressure) patients, such as those suffering from shock, benefit greatly from Doppler measurement of blood pressure when knowing the pressure can mean effective and timely treatment, Combining Doppler with an appropriate size 'cuff for small animals, provides the veterinarian with the same, noninvasive method for testing blood pressure as is available In human medicine. Limited 1-year warranty cuffs are excepted. My Shopping Lists My eCustorn Catalog phoppingLls View all Shopping Lists Co (/ShoppingList/ShoppIngLists) New Arrivals (iSupplies/ProductFe /PIF_35103?carouselP. A small probe is placed over a peripheral artery (e.g., digital or coccygeal). An ultrasonic crystal in the probe transmits pulse wave sounds back to the amplifier, The pressure cuff is then placed proximal to the probe, The cuff Is inflated until the pulse sounds are no longer audible. The cuff is slowly deflated, using the manometer, until pulse sounds are audible once more, at which po Less Info Mfg Item Complete Unit with 07-802-0976 J0663 Small, Flat Probe PrOductIteM /078020970 In Stock Add to Shopping List Add to Cart Price Ob./ $1,140.00 o (/Productitem1078931057) Patterson Veterinary Stainless Steel Surgical Staplers - 35 Wide (/ProductItem/078931967) 07-893-1967 PATTERSON VET PRIVATE LASEL 810.99/ EA Legend Additional Information DEA Hazmat - Chargeable Ice List 1 MSDS My eCustom Catalog Haxmat - No Charge Pedigree Prescription Promotion This Item IS on your Formulary list. (IProduefltern/078934054) Patterson Veterinary ZypattTM Tablets - 100/Bottle (/Productiterr 1078934054) 07-893-4054 PATTERSON VET PRIVATE LABEL $19.95 /BO (IProductItem/078911971) Purinagn Pro Plan© Vet Diets EN Gastroenterice Canine - 13.4 oz Cans, 12/Pkg (Drop Ship) (/Productitem/078911971) 07-891-1971 NESTLE PURINA PETCARE 1 of 2 8/17/2018 12:17 PM FW: Harness lead - Toole, Joanie M https://outlook.office365.com/owa/?viewmodel —ReadMessageiterat... RN: Harness leac Grey, Shelley Wed 8/15/2018 1:02 DM To:Toole, Joanie M <toolej@oakgov.com >; 2 attachments (4 MB) IMG_2366.JPG; IMQ2367.1PG; Shelley Grey, Kennel Supervisor Oakland County Animal Shelter and Pet Adoption Center 1200 N. Telegraph, Bldg. 42 East Pontiac, MI 48341 (248) 858-0413 greys@oakgov.com From: Mary Beth [mbdarby@gmail.com ] Sent: Wednesday, August 15, 2018 12:41 PM To: Grey, Shelley Subject: Fwd: Harness lead Here are a couple pictures of the harness lead. I think the Peacock ( Green & Blue) is a great color. The cost to you is $20.00 Let me know when you want to order. Thank, Mary Beth Forwarded message From: Mary Beth <mbdarby@gmail.com <mailto:mbdarby@gmail.com » Date: Wed, Aug 15, 2018 at 12:35 PM Subject: Harness lead To: Mary Beth <mbdarby@gmail.com <mailto:mbdarby@gmail.com » of 2 8/15/2018 2:01 PM FiV: Harness ieal - Toole, Joanie M https://outlook.office365.cern/owa/Newmode:=RenclIVfossagellonia... Sent from my iPhone 2 c12 8/15/20i g 2:01 pm FW: Cat Bowls - Outlook Page 1 of 2 Outlook I Mail Type here to search II Entire Mailbox VI 1-)] Privacy [U jj Options - • ---- Sign out _ . I Mk Cat Bowls Bugenski, Mary [Mary.Bugenski©pattersonvet.com] I Sent: Thursday, August 16, 2018 10:05 AM To: Grey, Shelley HI Shelley, Here is the email I sent on the sponge bowls you previously ordered. Let me know if you would like me to order any for you. Thank you! • Mary Bugensiii Territory Manager PATTERSON' 248.990.6040 - cell ETERINARY 248.282.0707 - fax pattersonvetcorn From: Bugenski, Mary Sent: Tuesday, July 24, 2018 3:06 PM To: Grey, Shelley <greys@oakgov.com> Subject: RE: Cat Bowls Hi Shelley, You previously ordered 100 of these and they are $8 per bowl. They are special order so could take up to two weeks to arrive. Please let me know if you would like me to order some for you. Thank you! SPONGE BOWL 160Z SPONGE BOWL 160Z INTEGRA LIFESCIENCES SALES LLC Patterson Item 4:07-1179-8148 Manufacturer Item #:3-901 Mary Bugenski Territory Manager 248.990.6040 - cell 248.282.0767 - fax 1 pattersonvet.com --Original Message--- From: Grey, Shelley <greys@oakeov.com> Sent: Monday, July 23, 2018 9:45 AM To: Bugenski, Mary <Mary.Bugenski@pattersonvet.com> Subject: RE: Cat Bowls External Email *** Good Morning, Mary these do not look like our other bowls..????? I think we ordered sponge bowls??? or something on that line. Shelley Grey, Kennel Supervisor Oakland County Animal Shelter and Pet Adoption Center 1200 N. Telegraph, Bldg. 42 East Pontiac, MI 48341 (248) 858-0413 greys@oakgov.com From: Bugenski, Mary [Mary.Bugenskl@pattersonvet.com] Sent: Saturday, July 21, 2018 8:33 AM Calendar 17C1 Contacts Deleted Items (120) zJ Dvats [38] Inbox (11) Li Junk Email [10] Sent Items Click to view all fokters __A 501 Cl ,j Lord & Taylor i_J SHELLEY Ore and ice 2015 I ji Ore and Ice 2014 ZOO E Manage Folders... https://outlook.office3 65 .com/owa/?ae=Item&t—IPM.Note&id=RgAAAACXFXT5JdeoQ5... 8/16/201,8 1,-W: Cat Bowls - Outlook Page 2 of 2 To: Grey, Shelley Subject: Cat Bowls Hi Shelley, Great to see you yesterday! Here is info on the bowls. Please let me know if you would like me to order any for you. [ciddmage001jpg@01D420CO3B4A53F20] [Logosmall) Mary Bugenskl Territory Manager 248.990.6040 - cell 248.282.0767 fax I pattersonvet.com<http://www.pattersonvet.comh [Facebook20] <https://wwwfacebook.corn/PattersonVeterinarySupply > fTwitter20] <https://twittercorn/Patterson_Vet> [Linkedln20] <https://www.linkedin.corn/compa ny/patterson-veterinary> [Blog20] <http://pattersonvetblog.conni> EMAIL CONFIDENTIALITY NOTICE: This email transmission and any attachments that accompany it may contain information that is confidential or otherwise exempt from disclosure under applicable law and is intended solely for the use of the individual(s) to whom it was intended to be addressed. If you have received this email by mistake, or you are not the intended recipient, any disclosure, dissemination, distribution, copying or other use or retention of this communication or its substance is prohibited. If you have received this communication in error, please Immediately report to the author via email that you received this message by mistake and also permanently destroy printed copies and delete the original and all copies of this email and any attachments from your computer. Col-ratted to Microsoft Exchange https://outiook.office365.com/owa/?ae=item&t=IPM.Note&id=RgAAAACXFXT5JdcoQ5... ?di 6/201 8 Arnazon.com : FenceSmart4U 5' X 15 Black UV Rated Dog Kennet ... littps://www.amazon.com/FenceSmart4U-Kennel-Sunblock-Grornmet... :fry Prinie Pet Supplies N' ; shade tarp for kehnei MEE Denver to Pontiac 48340 Your Amazon.com Today's Deais EN Hello. Sign in Account E4 Li! Pet Supplies Pet Profile Dogs Cats Fish & Aquatics •-- Small Animals Birds Reptiles Hon s10 & under with FREE shipping Back to search results for "shade tarp for kennel" FenceSmart4U FenceSmart4U 5' )1 15' Black UV Ratec Dog Kennel Shade Cover, Su nblock Shade Pane, Shad Tarp Panet W/Grommets, (Not the kennel) 12 custom reviews Price: $29.99 et FREE Shipping.Detaits In Stock. Want it Sunday, Aug. 19? Ord within 11 lirs G nuns and cho( Two-Day Shipping at checkot. Details Sold by FenceSmart and Fulfil by Amazon. Gift-wrap availabl • Knitted HDPE PolyethylenrE Design O Water and UV Resistant Fat • 4-Ply Reinforced Binci419 for Extra Strength O #4 Large Grommets for ECI5 Installation e Maximum Air Passage 1 of 9 a/;7/2018 12:38 PM Amazon,coni : Fence$rnatt4U 5' X 15' Black UV Rated Dog Kennel ... littps://www.arnazon.corn/FeneeSmart41.3-Kenne1-Sunb1ock-Cgrommet., RoEi over image to zoom in Frequently bought togethev Tota [ price: $37.94 Add both to Cart Add both to List 2 of 9 8/17/2018 12:38 PM Resolution #18397 November 14, 2018 The Chairperson referred the resolution to the Finance Committee. There were no objections.