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Agenda 02/28/2023 Item #16D 3 (Contract #22-038-NS In-shelter Pet Food w/ Hill's Pet Nutrition Sales, Inc.)16.D.3 02/28/2023 EXECUTIVE SUMMARY Recommendation to approve Non -Standard Agreement #22-038-NS "In -Shelter Pet Food" with Hill's Pet Nutrition Sales, Inc., to serve as the exclusive supplier of pet food products and pet nutrition education services for Domestic Animal Services of Collier County and approve expenditures in an amount not -to - exceed $100,000 per fiscal year. OBJECTIVE: To obtain a supplier of dog and cat food products and pet nutrition education services for the Collier County Domestic Animal Services Division (DAS) shelter. CONSIDERATIONS: Hill's Pet Nutrition Sales, Inc. ("Hill's") allows animal shelters to obtain its products at a significant discount through Hill's Food Shelter and Love program. Program participants receive discounts up to seventy-four percent (74%) off the list price of Hill's products. On May 8, 2012 (Agenda Item #16D1), the Board of County Commissioners (Board) previously approved DAS participation in the program. Hill's pet food is veterinarian recommended and is routinely prescribed to DAS animals who have specialized dietary requirements. Hill's Prescription Diet food targets a range of health conditions such as urinary care, kidney care, skin care, and digestive care amongst others. As part of program participation, Hill's will provide DAS exclusive access to the Hill's Shelter Web Portal which provides a library of relevant information such as articles, links to important organizations, and other shelter resources. This will allow DAS to manage and monitor all food and promotional material orders, as well as submit adopter names and information for all new adopters who have specifically consented to the release of the information for Hill's exclusive use in providing them with product coupons and information. Each adopter of a canine or feline from DAS's population will also receive a small bag of Hill's pet food at no cost to the adopter or Collier County. DAS is required to display Hill's pet food products in its reception/adoption area and include the logo with a statement that the shelters feed Hill's Science Diet pet foods in relevant publications. Staff has reached out to surrounding counties and has found both Orange and Pinellas County are members of the Hill's Food Shelter and Love program. While there are programs that offer shelter food donations and emergency assistance, currently there are no other agreements that offer long-term significant discounts. The County does not qualify for a peer program (The Purina Shelter Champion program) which limits grants to shelters that are within fifty (50) miles of their manufacturing facility. For reasons stated above, staff is recommending Board approval of an Agreement with Hill's. The Agreement term will be for a period of three (3) years with two (2) additional one-year renewal options. Pursuant to Section Eleven, sub -paragraph 10 of the Collier County Procurement Ordinance 2013-69, as amended by Ordinance 2017-08, staff requests that the Board find that it is in the best interest of the County to purchase dog and cat food products and pet nutrition education services as a single source vendor. Staff requests authorization to make these purchases from Hill's FY 2023 thru FY 2025 in a not to exceed the amount of $100,000 per fiscal year. FISCAL IMPACT: Funds for pet food are budgeted annually in the DAS budget Cost Center 155410 within General Fund (001). The estimated annual expense is $100,000. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for approval. -RTT GROWTH MANAGEMENT IMPACT: No Growth Management impacts are associated with this item. RECOMMENDATION: To approve and authorize the Chairman to sign Non -Standard Agreement #22-038-NS "In -Shelter Pet Food" with Hill's Pet Nutrition Sales, Inc., and approve expenditures made under the agreement in an amount not -to -exceed $100,000 per fiscal year. Prepared By: Jeffrey Newman, Financial Operations Manager, Operations and Veterans Services Division ATTACHMENT(S) 1.22-038-NS_ Agreement_ Hill'sPetNutritionSales, Inc. VendorSigned. (PDF) 2. FY23 Waiver Request 003 - Hill's Pet Nutrition Sales (PDF) Packet Pg. 856 16.D.3 02/28/2023 COLLIER COUNTY Board of County Commissioners Item Number: 16.D.3 Doc ID: 24413 Item Summary: Recommendation to approve Non -Standard Agreement #22-038-NS "In -Shelter Pet Food" with Hill's Pet Nutrition Sales, Inc., to serve as the exclusive supplier of pet food products and pet nutrition education services for Domestic Animal Services of Collier County and approve expenditures in an amount not -to -exceed $100,000 per fiscal year. Meeting Date: 02/28/2023 Prepared by: Title: — Public Services Department Name: Todd Henry 01/17/2023 10:57 AM Submitted by: Title: Department Head — Public Services Department Name: Tanya Williams 01/17/2023 10:57 AM Approved By: Review: Operations & Veteran Services Jeff Newman Additional Reviewer Procurement Services Ana Reynoso Level 1 Purchasing Gatekeeper Procurement Services Sandra Herrera Additional Reviewer Procurement Services Sara Schneeberger Additional Reviewer Domestic Animal Services Marcy Perry Additional Reviewer Public Services Department Todd Henry PSD Level 1 Reviewer County Attorney's Office Ronald Tomasko Level 2 Attorney of Record Review Public Services Department Tanya Williams PSD Department Head Review Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Office of Management and Budget Christopher Johnson Additional Reviewer Community & Human Services Maggie Lopez Additional Reviewer County Manager's Office Dan Rodriguez Level 4 County Manager Review Board of County Commissioners Geoffrey Willig Meeting Pending Completed 01/17/2023 12:57 PM Completed 01/17/2023 1:08 PM Completed 01/17/2023 4:24 PM Completed 01/24/2023 4:18 PM Completed 01/26/2023 3:35 PM Completed 01/27/2023 8:50 AM Completed 01/27/2023 9:37 AM Completed 02/01/2023 9:19 AM Completed 02/01/2023 9:23 AM Completed 02/01/2023 12:58 PM Completed 02/02/2023 12:03 PM Completed 02/03/2023 3:19 PM Completed 02/22/2023 11:14 AM 02/28/2023 9:00 AM Packet Pg. 857 16.D.3.a COLLIER COUNTY NON-STANDARD AGREEMENT #22-038-NS FOR "In -Shelter Pet Food" BETWEEN COLLIER COUNTY AND HILL'S PET NUTRITION SALES, INC. ATTACHED; SHELTER AGREEMENT (24-pages) Division Name: Domestic Animal Services 7610 Davis Blvd Naples, FL 34104 Contract Administrator: Viviana Giarimoustas, Contract Administration Specialist P: (239) 252-4915 E: Vivian.Giarimoustas6�)coliiercountyfl.ggv Packet Pg. 8 8 16.D.3.a SHELTER AGREEMENT THIS AGREEMENT is made and entered into the day of , 2022 (the "Effective Date"), by and between HILL'S PET NUTRITION SALES, INC., a Delaware corporation with its principal place of business located at 400 SW 8" Avenue, Topeka, Kansas 66603 {"Hill's" or "Contractor"), and COLLIER COUNTY, on behalf of Domestic Animal Services Division, a political subdivision of the State of Florida with its place of business located at 7610 Davis Blvd, Naples, Florida 34104 ("Shelter" or "County) (collectively, the "Parties"). WHEREAS, Hill's and the Shelter desire to enter into an arrangement whereby Hill's provides and/or makes available select Hill's® brand pet food, under specified terms, for the express and limited purpose of feeding cats and dogs being cared for by Shelter ("In -Shelter Food"), in exchange for the Shelter: (i) exclusively feeding In -Shelter Food to cats and dogs being cared for by the Shelter ("Pets"); and (ii) actively displaying and communicating Hill's Food, Shelter & Love® partnership, as specified herein, in the course of Shelter's public communications and Pet adoption activities. NOW, THEREFORE, in consideration of the mutual agreements, covenants, and provisions contained herein, the parties agree as follows: 1. Hill's Obligations, Hill's covenants and agrees that it will: (a) Provide and/or make available In -Shelter Food to the Shelter under terms as specified in Section 4 and Appendices A and B, subject to the following: (i) The type and quantity of In -Shelter Food provided and/or made available by Hill's to Shelter shall be agreed to in writing. Hill's reserves the right to substitute or designate the type of In -Shelter Food and/or Adopter kits. 00 HiIl's shall provide and/or make available In -Shelter Food at the list price minus any discount as specified in Appendix B. All pricing is subject to change with 30 days written notice. (iii) The parties acknowledge that unforeseen business conditions may require the Shelter to request an increase or decrease in the amount of food ordered, (iv) Hill's may take any legally permissible action that, in Hill's discretion, is necessary to prevent or stop the unauthorized resale or distribution of the In -Shelter Food and Adopter Kits, (b) Give Shelter access to HilI's Shelter Web Portal (the "Portal"), which enables Shelter to retrieve a library of relevant information, such as articles, links to important organizations and other shelter resources. Additionally, it allows the Shelter to manage and monitor all food and promotional material orders, track Shelter monthly progress as well as conveniently submit adopter names and information and renew Shelter contracts; and (c) [Intentionally omitted]. (d) For the duration of the Agreement, grant Shelter a non-exclusive, limited, non-transferrable, revocable, non -royalty bearing license to use Hill's trademarks, logos, and other intellectual property as may be required by Shelter to fulfill its promotional activities pursuant to Section 2, below. Page 1 of 24 Packet Pg. 859 16.D.3.a 2. Shelter's Obli atg ions. Shelter hereby covenants and agrees that it will: (a) Maintain its credentials and standards of care for Pets at all times during this Agreement, including without limitation to the following: (i) Maintaining in good standing its status as a 501(c)(3) not -for -profit organization or as a governmental entity, and notify Hill's immediately of any actual or threatened revocation of that status; (ii) Housing all Pets in a safe, caring, clean and socially -enriched environment; (iii) Refraining from subjecting or exposing Pets to abusive or inhumane treatment; (iv) Educating Pet adopters about caring for Pets; and (v) Employing, or affiliating with, one or more veterinarians who can and do provide on -going healthcare for Pets. (b) Purchase In -Shelter Food for the purpose of exclusively feeding In -Shelter Food to cats and dogs being cared for by the Shelter (as set forth in Section 4 and Appendix A of this Agreement), unless there is a medical or other condition that would prohibit the use of the In -Shelter Food for a particular pet; (c) Make good faith efforts to ensure that Shelter's employees and volunteers involved with the Pet adoption process are trained to educate Pet adopters about Hill's' brands and products (including through the use of adopter script in Appendix D, and other instruction materials provided by Hill's from time to time); (d) Actively and exclusively display and communicate Hill's Food, Shelter & Love® partnership, including without limitation the following: (i) Prominently displaying Hill's products and/or point -of -purchase materials; (ii) At time of adoption, promote the Shelter's exclusive feeding of In -Shelter Food to Pets, providing adopters with an adopter kit ("Adopter Kit") as specified in Appendix C, and any other communication assets as may be designated by Hill's from time to time. Shelter shall order and maintain, at no cost to Shelter, a sufficient inventory of Adopter Kits needed to fulfill its obligations hereunder. For the avoidance of doubt, Adopter Kits are to be used by Shelter for adoptions only, and any other use (including without limitation, resale or unauthorized diversion) is strictly prohibited and will constitute a material breach of this Agreement; (iii) Providing other communication assets to the public, as specified in Appendix D or, as may be designated by Hill's in writing from time to time; and (iv) On any website operated by or on behalf of Shelter, maintaining a landing page containing a display of the Hill's Food, Shelter & Love program logo with an active link to Hillspet,com; and (v) Not promoting, displaying, distributing, endorsing, or feeding any competitive brands and/or products of pet food; with the exception that Shelter may redistribute other brands of donated pet food products so long as such redistribution does not constitute direct or implied endorsement of such donated product. Page 2 of 24 Packet Pg. 860 16.D.3.a (e) Provide Hill's with the following Pet and Pet adopter information in electronic format or such other format acceptable to Hill's, provided that at all times Shelter complies with (i) applicable law including any applicable privacy and disclosure laws in collecting and then sharing the information with Hill's; and (ii) the Data Submission and Privacy Policy contained in Appendix E: W Pet adopter name, address and all opted in email addresses (provided they have consented to participate in the Hill's New Pet Parent program); (ii) the adopted Pet's name, breed, and date of birth; and (iii) the adoption date, adoption location, (iv) shelter will submit files of pet and pet adopter information on a weekly basis (v) shelter will complete the Shelter Profile section (located on the Hill's Food, Shelter & Love® portal) on a monthly basis, to provide updated pet adoption numbers and accurate shelter contact information. (t) Provide Hill's with a right of first refusal for all pet food company sponsorship opportunities; W Provide Hill's with a delivery address of either a physical shelter with a business sign and posted operating hours, a veterinary clinic, or a pet -related business; and (11) Order and replenish In -Shelter Feeding and Adopter Kit materials through the Hill's Shelter portal. 3. Term and Termination. (a) This Agreement shall become effective upon the Effective Date, and shall remain in effect for three (3) year ("Initial Term"). At the end of the Initial Term, the Agreement may renew, with written approval of the both Parties, for two (2) successive terms of one (1) year each (each, a "Renewal Term"). (b) This Agreement may be terminated at any time: (i) by either party, for any reason or no reason whatsoever, upon the delivery of thirty (30) calendar days' written notice to the other party; (ii) by either party, immediately upon written notice to the other party, if a party ceases doing business, becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver appointed for its assets, or an order has been made for its "winding -up"; and (iii) by Hill's, immediately upon written notice to Shelter, if (A) Shelter loses and/or fails to maintain its status as a 501(c)(3) not -for -profit organization or governmental entity; (B) Shelter breaches its material obligations (including, but not limited to, nonpayment or any obligations under Section 2); or (C) Shelter's account remains inactive for a minimum of three (3) months. (c) Upon the expiration or termination of this Agreement, Hill's shall cease providing the In -Shelter Food, and the Shelter shall within thirty (30) days thereof pay any outstanding amounts owed to Hill's. Additionally, upon Hill's request, the Shelter shall return to Hill's or make available for pick up by Hill's or its designated agents, any Hill's promotional materials which Hill's had provided to the Shelter (including without limitation, any coupons, pet food trial bags, point -of -purchase materials and display racks). Page 3 of 24 Packet Pg. 861 16.D.3.a 4. Sales and Pavment Terms. (a) Hill's will invoice Shelter for In -Shelter Food at list prices reflecting the discounted amount. Upon receipt of invoice, and in compliance with Chapter 218, Fla. Stat., otherwise known as the "Local Government Prompt Payment Act", Shelter shall remit payments to Hill's. Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. These terns shall supersede any contradictory terms set forth in the Appendices. (b) All list prices and/or discount amounts listed in Appendix B are subject to change upon thirty (30) days written notice to Shelter. Hill's will provide an updated Appendix B to the Shelter and no additional amendment to this agreement is required for acceptance of the price/discount change. (c) Nothing in this Agreement shall prohibit Shelter from purchasing Hill's products through Hill's normal sales channels. Shelter agrees such discounted products are not purchased for resale and that such discounted products will not be re -sold. Non -discounted products may be resold by Shelter if Shelter is approved by Hill's as an authorized Hill's retailer. 5. Confidentiality. The Shelter agrees that, to the extent permitted by law, it shall maintain in confidence and shall not disclose to any third party the terms of this Agreement without the prior written consent of Hill's. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat, 6. Hill's Policies. (a) 'Third Party Code of Conduct. Supplier represents and warrants that it is in compliance with Hill's Third Party Code of Conduct as of the Effective Date and shall remain in compliance throughout the term of this Agreement with such policy and any amendments to such policy in the form: (a) provided by Company to Supplier throughout the term of this Agreement or (b) updated throughout the term of this Agreement at https://www.colgatepalmolive.com/en/us/corp/abouUgovemance/third- party-code-of-conduct. (b) Anti -Bribery Policy. Attached to this Agreement as Appendix F is a copy of Company's Anti - Bribery Policy. Shelter represents and warrants that it is in compliance with such policy as of the Effective Date and shall remain in compliance with such policy and any amendments to such policy in the form provided by Company to Shelter throughout the tern of this Agreement. 7. Audit. Upon reasonable notice and within the Shelter's normal business hours, Hill's shall have the right to audit and inspect the Shelter's facilities, books, documents, papers and records directly relating to Shelter's performance obligations under Sections 2 and 4, above. 8. Indemnification. Each party (as indemnitor) agrees to indemnify and hold the other party (as indemnitee) harmless against and from any and all losses, claims, damages or liabilities, joint or several, to which the indemnitee may become subject as the result of acts or omissions, by the indemnitor in connection with the performance of the indemnitor's duties tinder this Agreement or as the result of its material breach of any representation, warranty, covenant or agreement pertinent to this Agreement. This indemnity provision shall survive the termination of this Agreement. 9. Insurance. The Shelter represents that it is self -insured and agrees to provide proof of coverage upon request. Page 4 of 24 Packet Pg. 862 16.D.3.a 10. Risk of Loss. Title to the products and risk of loss of the products passes to the Shelter upon delivery of the products. All goods are FOB destination. Where the products are delivered to the Shelter by a Hill's Pet Nutrition delivery truck, title to the products and risk of loss of the products passes to the Shelter upon delivery of the products. 11. Assignment. This Agreement, including the Appendices attached hereto, shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto, provided, however, neither party to this Agreement shall assign its interest or obligations herein, including, but not limited to, the assignment of any monies due and payable, without the prior written consent of the other party, which consent shall not be unreasonably withheld. 11. Governing Law and Venue. This Agreement, the Appendices attached hereto and any dispute arising therefrom, shall be construed and enforced in accordance with the laws of the State of Florida without regard to its principles governing conflicts of law. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 12. Waiver. No failure by either party hereto at any time to require performance by the other party of any of the conditions, Appendices, terms, or provisions of this Agreement shall in any way affect such party's right thereafter to enforce the same or any other condition, Appendix, term or provision of this Agreement; nor shall any waiver by either party of any breach of this Agreement, or of any term, condition, Appendix or provision hereof, be taken as or held to be a waiver of any subsequent breach, or of the right to terminate this Agreement for any subsequent breach of the same or any other condition, Appendix, term, or provision of this Agreement. 13. Entire Agreement. This Agreement embodies the entire agreement of the parties in relation to the subject matter hereof and supersedes all previous agreements, arrangements and understandings, verbal or otherwise, in relation thereto. There are no representations, either oral or written, upon which either party relies as an inducement to enter into this Agreement other than those set forth herein. Except as expressly provided herein, no change in, addition to, or deletion from any portion of this Agreement shall be valid or binding upon the parties unless it is declared expressly to be a modification of this Agreement and is approved as such in writing by each party. 14. Coun— nterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and together shall constitute one and the same Agreement. 15. Conflicting Terms. In the event of a conflict between the provisions of this Shelter Agreement and. any Appendices thereto, the provisions of the Shelter Agreement shall control. 16. Miscellaneous. (a) Sales Tax. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption 4 85-8015966531 C-1. (b) Agreement Administration. This Agreement shall be administered on behalf of the County by the Domestic Animal Services Division. Page 5 of 24 Packet Pg. 863 16.D.3.a (c) Notices. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Contractor Name: Address: Attention Name & Title: Telephone: E-MaiI(s): HiIl's Pet Nutrition Sales, Inc. 400 SW 8"' Avenue Topeka, KS 66603 Allison Tripp, Marketing Specialist (785) 224-6895 Allison Tripp@hillspet.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: COUNTY: Board of County Commissioners for Collier County, Florida Division Name: Domestic Animal Services Division Address: 7610 Davis Blvd Naples, FL 34104 Administrative Agent/PM: Kellie Carroll, Manager- DAS Operations Telephone: (239) 252-6963 E-Mail(s): Kellie.Carroll colliercoun fl. ov (d) Termination. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. (e) No Discrimination. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin or any other class protected by federal or Federal law. W Public Enti , Crime. By its execution of this Agreement, the Contractor acknowledges to comply with the terms of Section 287.133 of the Florida Statutes and inform the County of the conviction of a public entity crime. (g) Conflict of Interest. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. (h) Subject to Appropriation. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. (i) Prohibition of Gifts to Coun1y Em to ees. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, set -vice or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm Page 6 of 24 O Packet Pg. 864 16.D.3.a from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 0) Dispute Resolution, Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision - making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision -making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. W Compliance with Laws. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PuhlicRecordRequest(d?colliercountyfl.gov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2, Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt fiom public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records Page 7 of 24 Packet Pg. 865 16.D.3.a upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. [SIGNATURE PAGE TO FOLLOW] Page 8 of 24 Packet Pg. 866 16.D.3.a IN WITNESS WHEREOF, the duly -authorized representatives of the Parties hereto have executed this Agreement the day and year first above written. ATTEST: Crystal K. Kinzel, Clerk of Circuit Court and Comptroller LM Dated: (SEAL) Contractor's Witnesses: 6vjf,� First Witness Rosy c?.i ���- rlArzrc�rr;t�C rtAb� Type/print witness name Witness witness name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Chairman CONTRACTOR: HILL'S PET NUTRITION SALES, INC. By: signature and title- � Da e Approved as to Form and Legality: County Attorney List of Appendices A — Hill's Shelter Customer General Conditions of Sale B — Applicable Discount for In -Shelter Food C — Adopter Kit Materials D — Materials Pursuant to Sections 2(c) and 2(d) E — Data Privacy and Security F — Hill's Global Anti -Bribery Policy Print Name Page 9 of 24 c a� < Packet Pg. 867 16.D.3.a APPENDIX A HILL'S PET NUTRITION SALES, INC. SHELTER CUSTOMER GENERAL CONDITIONS OF SALE UNITED STATES 1 Scope 1.1 These general conditions of sale and the Hill's Pet Nutrition Sales, Inc. Standard Commercial Terms (these "Conditions) apply to all sales of products made directly by Hill's Pet Nutrition Sales, Inc. ("Hill's Pet Nutrition") to a shelter customer (the "Customer"). 1.2 Any terms and conditions contained in a purchase order or other documentation issued by the Customer which differ from or add to these Conditions are rejected by Hill's Pet Nutrition. 1.3 Any other terms and conditions (a) implied by a course of dealing, custom or practice or (b) which the Customer seeks to incorporate, shall not apply. 1.4 Except as otherwise agreed in writing by the parties, these Conditions supersede all previous understandings and constitute the entire agreement between the parties with respect to the sale of products from Hill's Pet Nutrition to the Customer. 1.5 No modification, deletion or addition to these Conditions shall be binding on Hill's Pet Nutrition unless expressly approved in writing by Hill's Pet Nutrition. 2 Orders 2.1 An Order is deemed an offer by the Customer to purchase products from Hill's Pet Nutrition in accordance with these Conditions. 2.2 No Order is binding upon Hill's Pet Nutrition until the earlier of (a) acceptance of such Order by Hill's Pet Nutrition in writing or electronically or (b) shipment by Hill's Pet Nutrition of the products contained in such Order to the Customer. 2.3 No Order accepted by Hill's Pet Nutrition can be cancelled by the Customer without Hill's Pet Nutrition's written consent. 2.4 Hill's Pet Nutrition reserves the right to accept or reject any Order in its absolute discretion. 3 Minimum Order Charge 3.1 Customer is not subject to a minimum order charge. 3.2 Hill's Pet Nutrition reserves the right to change its minimum order quantities and other customer criteria at any time in its absolute discretion. 4 Price 4.1 The price of the products is the price set out in Hill's Pet Nutrition's standard price list as of the date an Order is processed by Hill's Pet Nutrition less any applicable discounts agreed upon in writing. 4.2 The price of the products shall include the cost of delivery to the Customer but shall not include (a) the cost of off-loading, (b) any other applicable sales tax which will be charged at the then applicable rate, or (c) fees related to non-standard delivery. 4.3 Hill's Pet Nutrition's standard price list shall not be construed or operate as an offer by, or obligation of, Hill's Pet Nutrition to sell the products to the Customer. 4.4 Hill's Pet Nutrition reserves the right to change its list price for any SKU at any time in its absolute discretion. 4.5 In no event shall a reduction in Hill's Pet Nutrition's list price be retroactive. 4.6 Orders received on or after the effective date of a list price change which do not reflect the price change will not be processed. 5 Invoicing and Payment 5.1 Hill's Pet Nutrition will invoice the Customer for products when the Order is shipped. 5.2 The Customer must pay invoices in full in cleared funds to Hill's Pet Nutrition's designated bank account prior to delivery of the products or in accordance with their payment terms. 5.3 Standard payment terms are payment within thirty (30) days of the invoice date ("Net 30"), unless an alternate arrangement is required due to a customer's poor payment history. 5.4 Payment shall be considered received by Hill's Pet Nutrition on the date that cash or an electronic funds transfer is received at Hill's Pet Nutrition's designated bank. 6 Credit Page 10 of 24 Packet Pg. 868 16.D.3.a 6.1 Hill's Pet Nutrition will consider an application for credit upon receipt of a formal written request from the Customer. 6.2 Hill's Pet Nutrition reserves the right at any time to grant, remove or modify its credit terms with the Customer in its absolute discretion. 6.3 The Customer must stay within its approved credit limits. In addition to all other available remedies, Hill's Pet Nutrition reserves the right to cease processing Orders if the Customer exceeds its approved credit limit. 7 Charges 7.1 In the event that the Customer fails to pay any amount owed to Hill's Pet Nutrition by the due date, Hill's Pet Nutrition may, without limiting its other rights, charge interest at the rate of 18% per annum, interest will accrue on a daily basis and apply from the payment due date until payment in full by the Customer. 7.2 All payments received from the Customer will be applied first to any interest charges and then applied to any unpaid portion of the oldest invoice. 7.3 Any penalty fees and/or charges assessed by the Customer that have not been agreed upon in writing by Hill's Pet Nutrition must be reimbursed to Hill's Pet Nutrition. 7.4 Hill's Pet Nutrition reserves the right to (a) offset any such unauthorized penalty fees and/or charges, including by deducting from any payments owed to the Customer based on negotiated agreements or discounting from any credit note subsequently issued to such customer, or (b) halt shipments to the Customer until such unauthorized penalty fees and/or charges are reimbursed to Hill's Pet Nutrition. 8 Delivery 8.1 Hill's Pet Nutrition shall deliver, or arrange for delivery of, the products to the Customer's premises or a mutually agreed upon location. At no time shall Hill's Pet Nutrition be deemed to be a common carrier. 8.2 Any time or date specified for delivery is an estimate only and time is not of the essence for delivery of the products. 8.3 Hill's Pet Nutrition may make delivery of the products in installments. 8.4 The Customer must inspect the products upon delivery. Any claim that the products are damaged or that there is a defect in delivery must be made in accordance with Hill's Pet Nutrition's Retail Returns Policy. 8.5 Any non-standard delivery will be assessed the following fees: 8.5.1 Customer is not subject to non-standard delivery fees. 8.6 Hill's Pet Nutrition reserves the right to change its non-standard delivery fees at any time in its absolute discretion. 9 Resale 9.1 The Customer may only resell the products in the United States. 10 Title and Risk 10.1 Title to the products and risk of loss of the products passes to the Customer upon delivery of the products to the transportation carrier at the shipping origin. Where the products are delivered to the Customer by a Hill's Pet Nutrition delivery truck, title to the products and risk of loss of the products passes to the Customer upon delivery of the products 11 Product Quality and Recall 11.1 The Customer must report to Hill's Pet Nutrition any concerns related to a Hill's Pet Nutrition product that come to the Customer's attention and are potentially linked to product quality or safety, including, but not limited to, any reports from product users of an adverse effect on health (each, an "Adverse Event") whether it is under normal or unexpected use conditions. The Customer must report such Adverse Events to the appropriate Hill's Pet Nutrition contact within one (1) business day following the point in time that the Customer becomes aware of the Adverse Event. The Customer must use appropriate care in the handling and transportation of the Product and must store the product under appropriate conditions. 11.2 If the Customer is the subject of a request, court order or other directive of a court or other governmental or regulatory authority to withdraw any Hill's Pet Nutrition products from the market (a "Recall Notice"), the Customer shall, as promptly as possible and in no event, no later than twenty-four Page 11 of 24 1-1 Packet Pg. 869 16.D.3.a (24) hours following its receipt of a Recall Notice, provide Hill's Pet Nutrition with a copy of such Recall Notice. 11.3 Unless required by law, the Customer may not undertake any recall or withdrawal of Hill's Pet Nutrition products without the written permission of Hill's Pet Nutrition. 11.4 In the event that the Customer is required by law to undertake a recall or withdrawal of Hill's Pet Nutrition products, or in the event that Hill's requests in writing that the Customer undertake a withdrawal even where not required by law, the Customer shall comply with Hill's Pet Nutrition's instructions on implementing such recall or withdrawal. 11.5 Hill's Pet Nutrition shall have sole responsibility for paying the cost of any product recall or withdrawal, except when such product recall or withdrawal results from any action, omission or inaction by the Customer (a "Customer -Attributable Recall"), in which case the Customer shall bear such cost. 12 Intellectual Property Rights 12.1 The Customer may not alter any trademark or marking on the products. 12.2 The Customer's right, title or interest in any trademark, trade name, trade dress, copyright, or symbol, or any translation thereof ("Rights"), which is applied to or used in relation to the products is limited to the Rights granted to Customer in writing. 13 Warranty Exclusion EXCEPT AS (1) REQUIRED BY APPLICABLE LAW, (2) EXPRESSLY SET FORTH IN THESE CONDITIONS OR (3) SPECIFICALLY PROVIDED TO THE CUSTOMER BY HILL'S PET NUTRITION IN WRITING, HILL'S PET NUTRITION DISCLAIMS AND EXCLUDES ALL WARRANTIES AND TERMS AND CONDITIONS NOT CONTAINED IN THESE CONDITIONS, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY LAW AND SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF REASONABLE QUALITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT. 14 Limitation of Liability IN NO EVENT SHALL HILL'S PET NUTRITION BE LIABLE TO THE CUSTOMER, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE OR OTHERWISE, FOR SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS (WHETHER DIRECT OR INDIRECT), LOSS OF USE OF THE PRODUCTS, DAMAGE TO ASSOCIATED EQUIPMENT, CUSTOMER -ATTRIBUTABLE RECALL COSTS, DOWNTIME, COST OF SUBSTITUTE EQUIPMENT OR PRODUCTS OR CLAIMS BY THE CUSTOMER'S BUYERS FOR SUCH DAMAGES, NOTHING CONTAINED IN THIS CLAUSE LIMITS OR EXCLUDES LIABILITY FOR DEATH, PERSONAL INJURY OR ANY LIABILITY THAT CANNOT BE EXCLUDED BY LAW. 15 Compliance with Laws and Policies 15.1 The Customer shall comply with: 15.1.1 all applicable laws, rules, regulations and licenses issued by any supra -national, governmental or other authority in relation to the subject matter of these Conditions including, without limitation, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and any other applicable anti -corruption laws, rules or conventions; 15.1.2 Colgate Palmolive's Anti -Bribery Policy, Hill's Pet Nutrition's Returns Policies and any other policy communicated by Hill's Pet Nutrition to the Customer, as amended from time to time, and 15.1.3 Hill's Pet Nutrition's distribution policies. 15.2 Hill's Pet Nutrition may immediately cease processing Orders and terminate its commercial relationship with the Customer as a result of any breach of Clause 15.1. 16 Force Majeure Hill's Pet Nutrition will be excused from performance and will not be liable for any failure or delay in performing its obligations under any contract between Hill's Pet Nutrition and the Customer where such failure or delay was caused by an event or series of events beyond Hill's Pet Nutrition's reasonable control (irrespective of foreseeability), including, without limitation, acts of government, war, hostilities or threat of war, terrorism, labor difficulties, a delay in delivery from suppliers, commercial impracticality, shortages of energy, materials, labor, or equipment, fire, flood, storm, explosion, epidemic, riot, civil commotion, or an act of God. 17 Cancellation Page 12 of 24 Packet Pg. 870 16.D.3.a 17.1 Hill's Pet Nutrition may immediately cancel any Order if the Customer: 17.1.1 fails to matte payment when due; 17.1.2 fails to comply with Hill's distribution policies; or 17.13 is insolvent or ceases or threatens to cease conducting business. Such cancellation shall be without prejudice to any other right or remedy available to Hill's Pet Nutrition. 18 Insurance The Customer shall maintain Commercial General Liability Insurance, including product liability coverage and contractual liability coverage, in an amount of at least USD 2 million and produce, upon Hill's request, details of such insurance and a receipt for the appropriate premium. 19 Remedies Any rights or remedies arising under these Conditions are cumulative and do not exclude any rights or remedies provided by law. 24 Relationship Hill's Pet Nutrition and the Customer are independent businesses. No partnership, joint venture, agency, trust or relationship of employer/employee is created between them. 21 Dispute Resolution 21.1 In the event of a Dispute, the parties will attempt to settle such Dispute through good faith negotiations between their appropriate executives. 21.2 If such executives cannot resolve the Dispute, the parties may refer the Dispute to mediation by a mediator jointly selected by the parties. 21.3 If the Dispute is not settled by mediation within fourteen (14) days following the commencement of mediation, the Dispute shall be settled exclusively by final and binding arbitration pursuant to the Rules of Arbitration of the International Chamber of Commerce as follows: 21.3.1 The arbitration panel (the "Panel") shall consist of a single arbitrator; 21.3.2 The place of arbitration shall be Topeka, Kansas and the proceedings shall be held in English; 21.3.3 The award of the Panel shall be final and judgment upon such award may be entered in any competent court; 21.3.4 Neither party shall, and each shall ensure that none of their Affiliates shall, disclose the existence, content or results of any arbitration under this clause. 21.4 Hill's Pet Nutrition or the Customer may seek interim or provisional relief or measures in any applicable courts that may be necessary to protect the rights of such party or their affiliate pending the establishment of the Panel, or pending the decision of the Panel. 22 Definitions 22.1 The following definitions apply: Affiliate: means, in the case of Hill's Pet Nutrition, any company which, from time to time, forms part of the Colgate-Palmolive Company group of companies and, in the case of the Customer, any company which, from time to time, forms part of the Customer's group of companies, respectively. Order: the Customer's order addressed to Hill's Pet Nutrition for the supply of products in accordance with these Conditions. Page 13 of 24 Packet Pg. 871 16.D.3.a APPENDIX B Applicable Discount for In -Shelter Food In -Shelter Feeding SKUs: % Discount off SKUs SKU Description Size then -current List Price Dry 2092 Science Diet Kitten Healthy Growth 35 Ibs 74.00% 6801 Science Diet Feline Adult Optimal Care Pro Pack 20 Ibs 74.00% 603920 Science Diet Puppy 35 Ibs 56.00% 603916 Science Diet Adult Dog 35 Ibs 56.00% Wet 6000 Science Diet Kitten Liver & Chicken Entree 24 x 5.5oz 35.00% 6174 Science Diet Kitten Savory Turkey Entree 24 x 5.5oz 35.00% 4534 Science Diet Feline Adult Savory Chicken Entree 24 x 5.5oz 35.00% 6610 Science Diet Feline Adult Liver & Chicken Entree 24 x 5.5oz 35.00% 7036 Science Diet Puppy Chicken & Barley Entree 12 x 13oz 35.00% 7037 Science Diet Canine Adult Chicken & Barley Entree 12 x 13oz 35.00% 7039 Science Diet Canine Adult Beef & Barley Entree 12 x 13oz 35.00% Page 14 of 24 0 0 a_ m a. as a� c CO z CO M O N N M N m c aM CO L 0 c m i c r Q Packet Pg. 872 16.D.3.a APPENDIX C Adopter Kit Materials Adopter kit will consist of- - 1 Hill's® brand starter bag o Feline: 1.00 Lbs. bag o Canine: 2.00 Lbs. bag - 1 Hill's Pet Nutrition adopter coupon on the bag - New Pet Parent website content O A digital Best Friend Guide available o Additional Hill's Pet Nutrition digital coupons The following starter bags will be available: Feline: Canine: Kitten Feline Adult Puppy Small Bites Puppy Large Breed Canine Adult Page 15 of 24 Packet Pg. 8 3 16.D.3.a APPENDIX D Materials Pursuant to Sections 2(c) and 2(d) HILL'S RESERVES THE RIGHT TO AMEND OR SUBSTITUTE THESE MATERIALS D URING THE TERM OF THE AGREEMENT. A. ADOPTION SCRIPT During the adoption process, shelter staff will communicate and provide the following Hill's Food, Shelter & Love® program components to the new pet parent: 1 Pets in the shelter are fed Hill'sO brand pet foods 2 Benefits of choosing Hill'sO brands for their newly adopted pet 3--Hill'sO brand starter bag 4 Hill's0 Pet Parent portal and its benefits Here is a tentative adoption script: • `At `shelter name', we're proud to be part of the Hill's Food, Shelter & Love®program and we feed our pets Hill'sO brand pet foods — We offer all our new pet parents the opportunity to participate in the Hill's New Pet Parent program. As part of the Hill's New Pet Parent program, you will receive an email with a link to Hill's New Pet Parent website, and more information about the Hills food, the Adoption Kit and other tips for new pet parents. If at any time you wish to no longer receive emails about the Hills New Pet Parent program, you may opt -out at the link at the bottom of the emails, or otherwise contact Hill's at Hills Corporate Consumer A airs hills et.com or call 1-800-445-5777. • We suggest that you continue feeding "Pet's name " Hill's Science Diet: — Continuity and consistency of food helps avoid the stress of switching While feeding Science Diet, you are offering `Pet's name " a pet food that is or has: • #1 veterinarian recommended • Precise nutrition supports healthy skin, coat & stool • Clinically proven antioxidants for a healthy immune system • Unique foods for healthy dogs and cats of every age, size and need • Natural, great tasting ingredients * • Not artificially colored, flavored, or preserved* • Made in the USA with global ingredients you can trust Here is a starter bag for Pet's Name. " It contains: • approximately 1 week of food • as ivell as a $5 coupon for your first purchase of any Hill's® pet food product. — We also suggest that you visit Hill's New Pet Parent website for additional offers. • When you choose Hill'sO brands, you help our shelter and the Hill's Food, Shelter & Love' program! Would you like to be signed up for the Hill's New Pet Parent program and other offers and promotions front Hill's? *Diy foods only B. COMMUNICATIONS Page 16 of 24 Packet Pg. 874 16.D.3.a Objective • Shelter's social media communication will focus on the pets & Shelter as the story heroes. • Hill's will be introduced in a supporting role, via Hill's Food, Shelter & Love program. Form, Content & Tone • Shelter communications shall be sent via social media platforms (i.e., not via emails); and shall comply with all applicable laws and website terms of use or service in posting social media communications. • Shelter communication is based on a true & authentic Shelter story. • Shelter produces the communication based upon its own brand equity, brand persona & tone. • Shelter's communication will be posted on any of the following social platforms, in order of preference: Instagram, Facebook, Twitter. • The communication will reference one of the following brands, based upon content: o Hill's Pet Nutrition o Hill's Science Diet Q Hill's Prescription Diet Q Hill's Food, Shelter & Love • Shelter will tag Hill's in the content o If using Instagram or Facebook, use the Branded Content Tool to indicate our partnership Link references provided: https:/hvww.facebook.con/facebookmedia/solutionsibranded-content htti)s://www.facebook.com/business/help/581962938807114 o Include both #HillsFoodShelterLovc and #HillsTransfor-mingLives at the end of the communication. ♦ cr.w r.as M �.. i9 r.w i wn. f +.. 8 • Write a post,, O tl ra rre.�w @�wxnN�yvt Q Tg PreMr. 'r r6].nNft� Q +e.wra. r... rvr+r.. qI nstu� v..rr • DN Wa.gr. `on u.,. ® ros G"j u.1 Q wn. au Creele Putt m! Ltw ®Ewme Offer f Job Write a post... ® DhotoPAdeo 11 FselkWA01W-. 9 Ch. U. O Hews Feed Om Fb,1>pub;�c-d shaa 00 o� your PaBetM fn seitcil rew3ts. 1. 0Gh—Now � PubRe . 7o Bpoft Post O-ff Y W Page's Story —0 l Va'b!e to puid•c fo1 24 hours Aw Social Activations • Step 1: Shelter will post communications on its social digital assets. • Step 2: Hill's will choose select shelter posts and share periodically. Suggested Ideas for Social Media Communication Content • Pet ready for home, shelter adoption events • Pet feeding time, treat moment • Pet training, pet exercise, pet play time • Pet recovery • Community support, etc... • Volunteer spotlight • Disaster relief • Shelter events that Hill's co-sponsors Page ] 7 of 24 Packet Pg. 875 16.D.3.a Communication examples Are they looking lovingly at each other or their lunch? Hill's Pet Nutrition #HillsFoodShelterLove #H!IlsTransformingLives I IM i COmM—t 2 shales There's still time to get all the love at half o the price! Today is the last day of our 0 U- adult cat adoption promotion where adult cat adoption fees are reduced by 50%. a Thank you to everyone that has adopted; their new furry friend! Cn Stop by today and meet your new furry family member. Presented by Hill's Pet z Nutrition C0 #H!IlsFoodShe!terLove o #H!IlsTransforrn!no Lives N N M Page 1.8 of 24 Packet Pg. 876 16.D.3.a C, EXAMPLE OF EMAIL TO NEW ADOPTERS e The latest version of the "Thank you for adopting?" email is available on the shelter portal. Dog Version: Not final copy Cat Version: Not final copy Ashloy, Wo'ro gvilbd Nat yea sdoptod yaw now dog from a parlldyat!rrj tta's Food. Shelter S Love' shelter. We hope the is the sW of man/ happy, fuzzy manes V you two! Coogrots agolnt You frionds at Kos Ni�tb �Q°d. thWtei .urn° Y t Akll'M III ` WITH YOUR LOCW+ SHLLYFR Are you still calling your new dog the name they received at the shelter? lilt us know and we'll said you a fS coupon toward your next bap of Hilly' dog food - After all, why not Continue the good start your dog got at your localsheMer? Yes b No Page 19 of 24 AshWj w* m PWIW that you odovted ynu now Cat it m a PWX*SUV tV (s Food. Sh~ 8 Love shetor_ We rxrpe Hal3 r" a the start of mry hmMy, kwxy momores for you myr it Alit" Lit, Wr1 H YOURLOCAL conwatsapa+m, SttfLYkR Your "ends at W s Are you still calling your new cat the name th" renlifed at the shelter? Yoe r No Lol us k(wff dnd wo'fl sand you n ttl coupon toward your next bag of HIIYs' cat food. After all. why not continue Um good start your Cat got at your knCw shelter? Packet Pg. 877 16.D.3.a APPENDIX E Data Privacy and Security During the course of providing Services, Shelter may obtain, access or otherwise Process Personal Data. Shelter agrees to protect all Personal Data as detailed in this Appendix. 1) DEFINITIONS a) "Applicable Privacy Laws" means all applicable privacy, information security, data protection, and data breach notification laws and regulations. b) "Personal Data" means any information in any form, format or media (including paper, electronic and other records), that identifies an individual or relates to an identifiable individual that (i) is provided -by or on behalf of Company (or its employees, contractors or agents), (ii) Shelter provided to or obtained for Company or (iii) Shelter Processes, in each case, in connection with the Services. c) "Process" or "Processing" or "Processed" means the collection, recording, organization, structuring, alteration, use, access, disclosure, copying, transfer, storage, deletion, combination, restriction, adaptation, retrieval, consultation, destruction, disposal or other use of Personal Data. The applicable SOW describes the scope of the Shelter's Processing. d) "Security Incident" means any accidental or unauthorized access, acquisition, use, modification, disclosure, loss, destruction of or damage to Personal Data, or any other unauthorized Processing of Personal Data. 2) DATA PROCESSING AND PROTECTION a) Compliance with Applicable Privacy Laws. Shelter will comply with Applicable Privacy Laws relating to Shelter's performance under this Agreement and each applicable SOW. b) Limitations on Use. Shelter will Process Personal Data only on Company's behalf to deliver Services in accordance with this Agreement or Company's other documented instructions, whether in written or electronic form, such as an applicable SOW. The duration of the Processing will be the same as the duration of this Agreement or applicable SOW, if any, except as otherwise agreed to in this Agreement, the applicable SOW, or in writing by the Parties. c) Data Integrity. Shelter will ensure that all Personal Data created or maintained by Shelter on Company's behalf is accurate and, where appropriate, kept up to date, and will erase or rectify inaccurate or incomplete Personal Data in accordance with Company's instructions. d) Subcontracting. Notwithstanding, and expressly in limitation of, anything to the contrary in the Agreement, Shelter will not disclose or transfer Personal Data to, or allow access to Personal Data by, (each, a "Disclosure") any third party without Company's express prior written consent; provided, however, that Shelter may Disclose Personal Data to its affiliates and subcontractors for purposes of providing the Services to Company. Shelter will, prior to any Disclosure, ensure that such third party is bound by contractual obligations that are at least as restrictive as this Appendix. A copy of such contractual obligations will be provided to Company upon request. Shelter will be liable for all actions by such third parties with respect to such Personal Data so Disclosed. e) Requests or Complaints from Individuals. Shelter will notify Company in writing; without undue delay (and in any event within 24 hours), unless specifically prohibited by laws applicable to Shelter, Page 20 of 24 Packet Pg. 878 16.D.3.a if Shelter receives: (i) any requests from an individual with respect to Personal Data Processed by or on behalf of Shelter, such as opt -out requests, requests for access and/or rectification, erasure, restriction, requests for data portability, and all similar requests; or (ii) any complaint relating to the Processing of Personal Data, including allegations that the Processing infringes on an individual's rights. f) Audit. Shelter will provide to Company, its authorized representatives, and such independent inspection body as Company may appoint, for the purpose of auditing Shelter's compliance with its obligations under this Appendix, on reasonable notice: (i) access to Shelter's information, processing premises, and records; (ii) reasonable assistance and cooperation of Shelter Personnel; and (iii) reasonable facilities at Shelter's premises. g) Regulatory Investigations. Upon request by Company, Shelter will assist and support Company in the event of an investigation by any regulator or authority, including a data protection authority, if and to the extent that such investigation relates to Personal Data Processed by Shelter on Company's behalf in accordance with this Appendix. h) Security Incident. Shelter will notify Company in writing without undue delay (and in any event within 24 hours) whenever Shelter reasonably believes a Security Incident has occurred. After providing notice, Shelter will investigate the Security Incident, take all necessary steps to eliminate or contain the exposure of the Personal Data, and keep Company informed of the status of the Security Incident and all related matters. Shelter further agrees to provide reasonable assistance and cooperation requested by Company and/or Company's designated representatives, in the furtherance of any correction, remediation or investigation of any Security Incident and the mitigation of any potential damage. i) Return or Disposal of Personal Data. Upon termination or expiration of its obligations under this Agreement or upon request of Company, whichever comes first, Shelter shall (i) cease all Processing of and return to Company or, at the written request of Company, securely dispose of or securely destroy all Personal Data in the custody and control of the Shelter (or agents or subcontractors, as applicable), in each case using appropriate physical, administrative and technical safeguards to protect such Personal Data against loss, theft and unauthorized access, disclosure, copying, use, or modification, and (ii) certify to Company, in writing, that Shelter has complied with its obligations under this Section. j) Assistance. Shelter will provide appropriate information and assistance requested by Company to demonstrate Shelter's compliance with its obligations under this Appendix and assist Company in meeting its obligations under Applicable Privacy Laws. In addition, when Shelter is responding to Company's requests, Shelter will inform Company if Shelter believes that any Company instructions regarding the Processing of Personal Data would violate applicable law. 3) AMENDMENT. In the event that this Appendix, or any actions to be taken or contemplated to be taken in performance of this Appendix, do not or would not satisfy either parry's obligations under Applicable Privacy Laws, the parties will negotiate in good faith to execute an appropriate amendment to this Appendix. 4) SURVIVAL. The obligations of Shelter under this Appendix will continue for so long as Shelter continues to Process or possess Personal Data, even if all agreements between Shelter and Company have expired or have been terminated. 5) PERSONAL DATA PROVIDED 13Y SHELTER. As part of the Services provided under this Agreement, Shelter may provide Company with Personal Data. Shelter represents and warrants that: (a) it has collected all such Personal Data in compliance with all applicable laws; (b) where required by law, it has provided notices to and received consents from individuals and that such notices or consents include the intended uses or disclosures of the Personal Data under this Agreement (including Processing by the Page 21 of 24 Packet Pg. 879 16.D.3.a Company for direct marketing to individuals); and (c) its sharing of Personal Data with Company and Company's use of Personal Data in accordance with the terms of this Agreement will not violate any Applicable Privacy Laws. Page 22 of 24 Packet Pg. 880 16.D.3.a APPENDIX F HILL'S PET NUTRITION, INC. AND ITS SUBSIDIARIES GLOBAL ANTI -BRIBERY POLICY Our Anti -Bribery Commitment Hill's Pet Nutrition's ("Hill's") commitment to dealing legally and ethically applies worldwide. We comply with all applicable anti -bribery laws, including but not limited to the U.S. Foreign Corrupt Practices Act ("FCPA"), everywhere we do business, and we expect the same of the third parties with whom we work. While the FCPA prohibits, among other things, bribery of foreign government officials and entities, other anti -bribery laws, like the UK Bribery Act, prohibit commercial bribery between private individuals and entities. Hill's people and any third parties acting on our behalf or in connection with our business are prohibited from giving or offering anything of value directly or indirectly to any government official or entity, or to any private individual or entity, in order to improperly obtain or retain any business advantage or to improperly affect any act or decision. This prohibition includes any facilitating, expediting or "grease" payments made to government officials, either directly or indirectly, in order to expedite any official service or function (for example, small payments made to an official to move Hill's application to the front of the line or to shorten the time frame in which services or other actions are provided). Any official fees supported by government -issued receipts do not qualify as improper payments. Maintaining Accurate Books and Records No payment by or on behalf of the Company shall be approved or made if any part of the payment is to be used for an unlawful or improper purpose, or for any purpose other than that described by valid documents supporting the payment. No false or misleading entries should be made in any books or financial records of the Company for any reason. Any expenses that an employee or third party incurs on Hill's behalf or in connection with our business shall not be reimbursable unless they are lawful and supported by detailed documentation including, for example, valid invoices or receipts. Expenditures Related to Government Officials No funds may be provided to or spent on behalf of a government official or entity, directly or indirectly, without advance written approval from Hill's Global Legal Organization. This includes any payments, gifts, donations, entertainment, travel, meals, or other items of value. (For additional information, please review the Global Policy on Expenditures Related to Government Officials & Governments.) Advance approval is not required for official fees supported by government -issued receipts (e.g., permit or license fees). Please note that the term "government official" is widely defined and may include individuals who are employed by any public or state -affiliated institution or organization or who act in an official capacity in any way, whether full-time, part-time or unpaid. Government officials can be found in every branch and level of government and public life and may include anyone from low-level customs employees, to employees of state-owned media outlets, to high-ranking lawmakers, as well as researchers, professors, teachers, dentists, veterinarians, or other professionals and Key Thought Leaders. If you are in doubt as to whether an individual could be considered a government official, you should contact Hill's Global Legal Organization. Page 23 of 24 Packet Pg. 881 16.D.3.a Commercial Bribery In addition to prohibiting bribery of government officials, Hill's also prohibits its employees and third patties from engaging in bribery of private parties. You should not seek to improperly influence the judgment or conduct of any party with whom you might be conducting Company business by offering or providing any payments, gifts or other benefits, or by any other unlawful inducement. Our Expectations Hill's reputation depends on the conduct of our employees as well as the conduct of those with whom we do business. It is our goal to ensure that Hill's people and the third parties with whom we work reflect the same high ethical standards and demonstrate a commitment to compliance with all applicable laws. We further expect our third parties to ensure that their employees and subcontractors understand and comply with this Anti -Bribery Policy. Failure to comply with this Anti -Bribery Policy or any applicable anti -bribery laws, including but not limited to the FCPA, may result in civil or criminal penalties, as well as termination of the employment or business relationship. Page 24 of 24 Packet Pg. 882 16.D.3.b Co ey County Waiver Request Form Instructions Completed waiver requests accompanied by any associated backup documentation (sole source letter, business case, etc.) must b� submitted to the division's Procurement Strategist for any procurement, without competition, in excess of $3,000. Waiver request. greater than $50,000 will require approval by the Board of County Commissioners. Sole source refers to a procurement where the selection of one particular supplier to the exclusion of all others may be based on havin( only one supplier in the marketplace, proprietary technology, copyright, patent, or a supplier's unique capability. Single source refers to a procurement directed to one source because of standardization, warranty, geographic territory, or other factors even though other competitive sources may be available. Requester Name: Marcy Perry Division: Domestic Animal Services Item/Service: Pet Food Vendor Name: Hill's Pet Nutrition Sales Inc. Historical Not to Exceed Is there an agreement associated with this Countywide $75 000 Requested FY23-FY25 Amount per 00 000 $ waiver to be reviewed by Contracts? Spend: 9 date range: Fiscal Year: , ❑✓ Yes ❑ No ❑ Sole Source ❑✓ Single Source ❑ One Time Purchase ❑✓ Multiple Purchases Description of Purchase: Enter a description of the item(s) that will be purchased under this waiver. Pet food for the animals at DAS. Purpose: Describe in detail, the public purpose of the requested item(s) and why it is essential to County operations. To provide consistency in the food offered to the dogs and cats at DAS. The constant changing of food can cause gastrointestinal issues further complicating an animal's welfare and can increase care costs for DAS. By providing one brand of food for the dogs and cats, DAS is able to mitigate any additional health related complications. In addition, Hill's provides a program specifically to shelters for dog and cat food at the list price minus an additional discount thereby providing the County with a substantial savings. Information Technology: Select Yes if the products/services are related to Information Technology. If yes, please provide the Purchasinc Compliance Code (PCC) number or email approval documentation. ElYes ✓❑ No If yes, provide the PCC number: 0 0 u- Revised 06/17/2021 Packet Pg. 883 16.D.3.b Co�r County Waiver Request Form Justification: Identify the criteria that qualifies this purchase as a sole or single source. Select from the list below. Check all that apply (if box is checked, please make sure to provide an explanation below): ❑ Sole Source ❑ Only Authorized Vendor or Distributor: Is this vendor the only vendor authorized to sell this product/service? If yes, explain c below and provide documentation from the manufacturer confirming claims made by the distributors. o ❑ No Comparable Product or Service: Is there another vendor who can provide a similar product/service, regardless of cost, u_ convenience, timeliness, etc.? a L Product Compatibility: Does this roduct/service provide compatibility with existing equipment that prohibits switching to ❑ p Y� p p p Y gp 9'= another comparable brand/vendor? If yes, provide the detailed explanation below, including what would occur if the other brand/vendor M were used. N ❑ Proprietary: Is this product/service proprietary? If yes, provide a detailed explanation below on how its use is restricted by c U) patent, copyright or other applicable laws and provide documentation validating that claim. ? M F0 Single Source O N N ❑ Standardization: Is this product/service part of a purchase that the County has already standardized on? If yes, please provide M the detailed information below. Date of BCC Standardization: BCC Agenda Item number: ❑ Warranty: Is this the only vendor able to complete factory -authorized warranty services on County owned equipment? If yes, 44) provide the documentation verifying the warranty. ❑ Geographic Territory: Is this vendor the only vendor authorized to sell this product/service in our region? If yes, provide c documentation from the manufacturer confirming those claims. ❑✓ Other Factors: Any other reason not listed above, explain below. z r Explain: How does this purchase meet the identified sole or single source criteria listed above? m a Hill's provides a program designed specifically for shelters for dog and cat food at the list price minus an ,'N additional discount thereby providing the County with a substantial savings. While the pet food can be = purchased through other avenues the needed food would be at a higher market rate substantially o increasing the shelter cost per animal. o Revised 06/17/2021 Packet Pg. 884 16.D.3.b Co�r County Waiver Request Form How was the decision made to use this vendor? Describe in detail if a formal standardization process was performed via Procurement or if there is a historical precedence established for the use of the product, please explain purchase, and use history and the current level of County investment in the product. A thorough review of the market has shown Hill's as the #1 recommended brand by veterinarians. Hill's has been purchased by DAS in the past with agreements from 2003, 2009, and 2012. Currently DAS has to obtain quotes for pet food. Approximate spend on pet food at DAS is $75,000, fifteen percent of that spend is Hill's science diet food that tailor's to various dietary restrictions. Explain why it is in the County's best interest to use this product/service rather than issuing a competitive solicitation: What are the benefits from the continued use? Are there costs that would be incurred if a different vendor/product were used? What would occur if another brand/vendor were used? The percentage discount offered by Hill's of up to 74% is simply not offered by any other vendor currently in this market. If other pet branded foods were purchased they would be at the current market rate with no discount thereby increasing the costs for DAS food supply. Explain how this pricing compares to other vendors/products and is it considered to be fair and reasonable: Provide information on historical use and whether pricing has increased/decreased. If sole source and no other product is available, provide the cost for addressing the needs via an alternate approach. The exclusive discount provided is not currently being offered by any competitor in the market thereby providing DAS a substantial savings. Pricing for pet food amongst various brands are similar. What differentiates Hill's is the significant discount they provide to shelters. Will this purchase obligate us to future ancillary products or services? Either in terms of maintenance or standardization. ❑ Yes ❑✓ No If yes, explain what types: 0 0 u_ a� (L L d t U) z 00 M 0 N N M r N Revised 06/17/2021 Packet Pg. 885 16.D.3.b Co ey County Waiver Request Form Market research and market alternatives: When was the last time a market evaluation was performed to determine if either the technology or vendor offerings have changed? Based on the life expectancy of the product, when do you anticipate evaluating the market again? Please attach a detailed market evaluation report should the complexity, duration, and dollar amount of the purchase be a high risl to the County. An evaluation of the market was done in June of this year yielding no other shelter program with any offers that are similar to Hill's. Hill's has been a supplier for DAS for many years in the past. While there are many alternative pet food suppliers none of them offer the discount Hill's is providing. Staff plans on continuing to assess the market on an annual basis and if a better provider becomes available bring that forward. It is a felony to knowingly circumvent a competitive process for commodities or services by fraudulently specifying sole source. Florida Statute 838.22(2). Requested by:Viviana Glarlmoustas G Iarlmoustas` /Iv Digitally signed by na Signature:. V Date2022.09,02a15:21:03 Date: a n a-04'00' Division Director: Marcy Perry P Digitally signed by PerryMarcy Signature: Pei"i'/Mai"CyDate:2022.09.0611:19:41:19:41 oa'oo' Date: 9/6/22 Department Head: Tanya RWilliams Required if Digitally signed by Signature: WIIIIamsTan a WilliamsTanya g Y Date: 2022.09.2007:37:53 Date:09/20/2022 over$50,000 -oa'oo' Procurement Strategist g Sara S ch n e e b e rg e r Schneeber erSa Digitally signed by Signature: g SchneebergerSara g Date: 2022.09.21 08 39 25 Date: ra -04'00' Procurement Director: Catherine Bigelow BI elowCatheri Digitally signed by Signature: g BigelowCatherine Date. 2022.09.2114:05:55 Date: Or designee ne oa'oo' For Procurement Use Only: 0 Approved ❑ Requesting Additional Information ❑ Requires RFI/Intent to Sole Source ❑ Rejected Procurement Comments: ❑ Current FY _ Approval 0 Multi -Year Approval Start Date: 10/01/2022 End Date: 09/30/2027 Revised 06/17/2021 Packet Pg. 886