7104 - Contract Fully Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
PSA
Lori Hewell
Not Applicable
DEC Emissions System and Spares
7104
July 16, 2019
July 16, 2021
19-1597
Contract # 7104
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND WARTSILA NORTH AMERICA INC.
(CONTRACT 7104)
THIS CONTRACT is made and entered into this date____________________, by and
between Wartsila North America, Inc., a Maryland corporation, whose address is 11710 North
Gessner Road, Suite A, Houston, Texas 77064, hereinafter referred to as "Contractor," and the
CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as
"City," to be effective upon approval of the Denton City Council and subsequent execution of this
Contract by the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products and/or services in accordance with the City’s document
Sole Source No. 7104, a copy of which is on file at the office of Purchasing Agent and incorporated
herein for all purposes. The Contract consists of this written agreement and the following items
which are attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) Master Services Agreement- Including Exhibits A-D of the Master Service
Agreement (Exhibit “B”);
(c) Contractor’s Quotation (Exhibit “C”);
(d) Certificate of Interested Parties Electronic Filing (Exhibit “D”);
(e) Form CIQ – Conflict of Interest Questionnaire (Exhibit “E”);
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier
certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do
business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies
DocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
7/16/2019
Contract # 7104
that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter
2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments
under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to
meet or maintain the requirements under this provision will be considered a material breach.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
BY: ______________________________
AUTHORIZED SIGNATURE
Date: _______________________________
Printed Name: ________________________
Title: _______________________________
___________________________________
NUMBER PHONE NUMBER
___________________________________
EMAIL ADDRESS
_____________________________
APPROVED AS TO LEGAL FORM: TEXAS ETHICS COMMISSION
AARON LEAL, CITY ATTORNEY CERTIFICATE NUMBER
BY: __________________________________
CITY OF DENTON, TEXAS
ATTEST:
ROSA RIOS, CITY SECRETARY BY: ______________________
TODD HILEMAN
BY: _________________________________ CITY MANAGER
Date:
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
DocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
Account Manager
Scott Hannen
337-849-3481
2019-511397
scott.hannen@wartsila.com
7/1/2019
Denton Municipal Electric
Assistant General Manager
Terry Naulty
7/17/2019
Contract # 7104
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $287,096.
DocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
Master Service Agreement v 2.2 – May 2015 MSA No. _____________
Project: [name]
Customer: [name]
Revision: [dd] [mm] [yyyy] / [version number]
MASTER SERVICE AGREEMENT
BETWEEN
THE CITY OF DENTON, TEXAS
AND
WÄRTSILÄ NORTH AMERICA INC.
Contract #7104
7104
Exhibit BDocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
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MASTER SERVICES AGREEMENT
THIS MASTER SERVICES AGREEMENT (“Agreement”) is made and entered into effective as of __________,
2019 (“Effective Date”), by and between the City of Denton, Texas (“Purchaser”), and Wärtsilä North America
Inc. (“Contractor”) and, together with Purchaser, each a “Party” and together the “Parties”. Capitalized terms not
otherwise defined have the meaning set forth in Exhibit A.
COMMERCIAL TERMS AND CONDITIONS
1. SCOPE OF AGREEMENT/PURCHASE ORDERS FOR SERVICES
A. Purchase Orders.
i. Contractor shall provide Services to Purchaser during the Term of this Agreement, as agreed
upon in each Purchase Order. Subject to Section 1.A.ii below, each request for Services shall
be made by Purchaser in writing pursuant to a Purchase Order substantially similar to the form
attached hereto as Exhibit B (“Purchase Order”). Contractor shall provide the Services set
forth in the Purchase Order on such terms as shall be mutually agreed upon therein.
Contractor’s acceptance of a Purchase Order shall be accomplished by Contractor’s written
acknowledgment of such Purchase Order. All Purchase Orders, and Contractor’s performance
of Services thereunder, are subject to the terms and conditions of this Agreement, including
the General Terms and Conditions set forth in Exhibit A, which form an integral part of this
Agreement. This Agreement shall control in the event of any ambiguity, conflict or
inconsistency between this Agreement and the Purchase Order.
ii. In the event of an emergency causing an immediate or imminent threat to Purchaser’s Facility,
operations, or personnel, Purchaser may issue a verbal Purchase Order to Contractor if
Contractor is willing or able to accept such an order. In such event, Purchaser shall promptly
submit a written Purchase Order following the issuance of any such verbal Purchase Order.
B. No Minimum Commitment. Nothing herein shall obligate Purchaser to request Services from
Contractor and Contractor shall be compensated only for such Services as Contractor actually
performs at the request of Purchaser via a Purchase Order.
2. COMPENSATION, PAYMENTS AND INVOICING
Compensation. As compensation for the performance of the Services, Purchaser shall pay Contractor
in accordance with the method of payment set forth in the applicable Purchase Order, which shall be
either a lump sum method (“Lump Sum”), a time and materials method (“Time and Materials”) or an
alternative mutually agreed upon method of payment set forth in the applicable Purchase Order as
confirmed by the Contractor; provided that, in the event the Parties do not agree on the Lump Sum or
alternative payment method, the Time and Materials method shall be used. Additionally, the
Contractor may require certain portions or all of the compensation applicable for a particular Purchase
Order to be paid in advance.
Lump-Sum. If the compensation to Contractor is based on a Lump Sum payment method, then such
Lump Sum amount shall be set forth in the applicable Purchase Order, as expressly confirmed in
writing by the Contractor, describing the Services to be performed.
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Time and Materials.
i. If the compensation to Contractor is based on a Time and Materials payment method, then
Purchaser shall reimburse Contractor for the costs, fees and expenses incurred (collectively,
“Fees and Expenses”), including but not limited to:
a. The number of hours worked by Contractor, its employees and/or Subcontractors
performing the Services multiplied by the applicable hourly rates; and
b. Contractor’s reasonable expenses related to or attributable to the Services, such as
reasonable travel and lodging expenses, supplies, reproduction and equipment rental, if
necessary, for performance of the Services, mileage, Materials or such other charges as
documented by the Contractor.
ii. In the event the Parties have agreed to specific rates which apply to a Time and Materials
payment method, such rates shall be set forth in the Rate Schedule attached as Exhibit D,
which shall be updated by Contractor from time to time, at a minimum, once per calendar year.
3. INVOICING AND PAYMENT
Invoicing. Contractor shall use reasonable efforts to submit invoices to Purchaser for Services
performed on a monthly basis for all Services performed by Contractor during the prior month. Each
invoice (i) shall identify the Purchase Order number and shall include sufficient line item detail for
Purchaser to reasonably verify the basis of the charges, including the Services performed and
applicable quantities and pricing of Materials, if separately priced and (ii) shall be accompanied by any
supporting information or documentation reasonably requested by Purchaser. Invoices submitted for
Fees and Expenses charged on an hourly basis shall be supported by documents, time sheets or such
other reasonable documentation showing description, date and location of Services performed.
Invoices submitted for Fees and Expenses charged as allowable expenses shall be supported by
copies of the actual receipts forming the basis of reimbursement. Furthermore, Applicable Taxes or
similar fees paid by Contractor on behalf of Purchaser shall be invoiced and supported by reasonable
documentation.
Payment. Payment terms are net thirty (30) days from Purchaser’s receipt of an invoice unless
otherwise specified in the Purchase Order. In the event of a dispute regarding any invoice submitted
by Contractor: (i) all amounts not disputed shall be paid by Purchaser as required by this Section 3, (ii)
Purchaser shall promptly (but in any event within ten (10) days) notify Contractor in writing of any such
dispute, and (iii) payment of any withheld and disputed amount shall be made within ten (10) days
following resolution of the dispute.
4. INSURANCE
During the Term of this Agreement, each of Contractor and Purchaser, at its sole cost and expense,
shall procure and maintain insurance coverage with the coverages and conditions set forth in Exhibit
C.
5. TERM OF AGREEMENT/TERM OF PURCHASE ORDERS
Except as otherwise provided herein, this Agreement shall commence on the Effective Date and shall
remain in effect for an initial period of two (2) years (the “Initial Term”). Thereafter, the Parties may
agree to renew the Agreement in writing on a year to year basis and remain in effect (each renewal
being a “Renewal Term”) until (i) the end of the Renewal Term or (ii) the Agreement is terminated by
either Party in accordance with the applicable termination provisions of this Agreement. Purchase
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Orders shall commence and continue in effect until final completion of the Services or termination by
one of the Parties in accordance with the applicable termination provisions of this Agreement.
6. NOTICES
Statements and reports required of Contractor hereunder shall be addressed to the individual
designated on the particular Purchase Order. Invoices and Notices required of the Parties herein shall
be addressed to the address set forth below or as otherwise provided in writing by one Party to the
other:
Contractor Purchaser
Wärtsilä North America Inc.
Attention: Scott Hannen
11710 N. Gessner Rd, Suite A, Houston, TX
77064
Facsimile No.: 281-233-6233
Phone No.: 281-233-6200
Denton Energy Center
Attention: Jason Brown
8161 Jim Christal Road
Denton, TX 76207
Phone No.: 806-786-5572
7. ENTIRE AGREEMENT
This Agreement, together with all Exhibits referenced herein and Purchase Orders executed by the
Parties, constitutes the entire agreement between the Parties in relation to the Services and
supersedes all prior agreements, understandings and commitments, whether oral or in writing,
between the Parties. This Agreement may not be amended or modified in any manner except by a
written document signed by both Parties that expressly amends this Agreement. All additional and/or
conflicting terms and conditions that may appear on written documents including Purchase Orders,
service order tickets, or invoices shall be null and void.
8. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall constitute an original and together
which shall constitute one and the same agreement.
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Exhibit BDocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
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EXHIBIT A – MASTER SERVICES AGREEMENT
GENERAL TERMS AND CONDITIONS
A.1. DEFINITIONS
As used in this Agreement, the following terms and expressions shall have the following meanings:
A. "Affiliate" means any Person that directly or indirectly, through one or more intermediaries, controls
or is controlled by or is under common control with the specified Person. For purposes of this
definition, "control" shall mean ownership, directly or indirectly, of either the outstanding voting
stock of the controlled Person or any other ownership interest in the controlled Person if such
interest has, directly or indirectly, the power to direct or cause the direction of the management
and policies of such relevant Person.
B. “Applicable Law” means all applicable laws, regulations, ordinances, statutes, codes, regulations
and other rules, as amended, of any international, federal, state, municipality, territory, parish,
county, local government or political subdivision thereof or any other duly constituted public
authority having jurisdiction over the Parties, the Facilities or the performance of the Services.
C. “Applicable Taxes” shall have the meaning set forth in Section A.17.B of this Agreement.
D. “Arbitration Rules” shall have the meaning set forth in Section A.20 of this Agreement.
E. “Change Order” means a written authorization agreed to and/or signed by Purchaser and
Contractor, regarding a deletion or modification to a Purchase Order.
F. “Change of Law” means the coming into force or enacting after the Effective Date of (i) any new
Applicable Law, (ii) any reform, modification or revocation of any Applicable Law or official
interpretation of such Applicable Law, (iii) the adoption of a new official interpretation of any
Applicable Law, or (iv) the issuance of resolutions or other administrative acts by a competent
Governmental Authority which changes the nature, application or interpretation of the Applicable
Law in force as of the Effective Date.
G. "Claims" means all liabilities, judgments, costs (including court costs, reasonable attorneys’ fees
and costs of investigation), losses, fines, penalties, expenses, damages, claims, suits, disputes
and demands.
H. “Confidential Information” shall have the meaning set forth in Section A.15.A of this Agreement.
I. “Effective Date” shall have the meaning set forth in the first paragraph of this Agreement.
J. “Event of Default” shall have the meaning set forth in Section A.11.A of Exhibit A.
K. “External Cybersecurity Threat” means any threat, act, attack or other incident which negatively
affects the reliable workings of the Contractor Provided Equipment, which originated outside of
the physical site housing the Contractor Provided Equipment.
L. “Facilities” means the facilities, site and/or location where the Services are performed.
M. “Fees and Expenses” shall have the meaning set forth in Section 2.C.i of this Agreement.
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N. “Force Majeure” means any event or circumstance or combination of events and circumstances
that is beyond the reasonable control of a Party and not due to its fault or negligence and could
not have been avoided by the exercise of reasonable due diligence by the Party claiming to be
excused; such events or circumstances include but are not limited to: drought, fire, severe storms,
floods, tsunami, lightning, explosions, tornadoes, hurricanes, earthquakes, landslides and other
acts of God or catastrophic natural events, war, riots, civil disturbances, terrorist attacks, revolts,
insurrections, sabotage, strikes and other labor disputes, commercial embargoes, epidemics or
quarantine restrictions, failure of a subcontractor to provide manpower, materials or goods caused
by an event that qualifies as Force Majeure, Changes in Law, expropriation or confiscation, or
action, inaction, or restraint of a Governmental Authority, including but not limited to denial or failure
to grant required permits, licenses or authorizations.
O. “Governmental Authority” means any international, federal, state or local government or other
political subdivision thereof, or any governmental, quasi-governmental, judicial, public or statutory
instrumentality, administrative agency, authority, body or other entity thereof having proper
jurisdiction over the Facility or the Parties.
P. “Indemnified Party” and “Indemnifying Party” shall have the respective meanings set forth in
Section 9.C.
Q. “Initial Term” shall have the meaning set forth in Section 5 of this Agreement.
R. “Insolvency Event” means the Party (i) makes a general assignment for the benefit of its creditors;
(ii) commences a proceeding under applicable bankruptcy law or other Applicable Law for the relief
of debtors; (iii) files a petition seeking to take advantage of any other law relating to bankruptcy,
insolvency, reorganization, winding-up, or composition or readjustment of debts; (iv) the
appointment of a trustee, custodian, conservator, receiver or similar official for it, or for a substantial
part of its property; (v) becomes insolvent or is unable to pay its debts as they become due; or (vi)
has instituted against it any involuntary bankruptcy, reorganization, debt arrangement, or other
proceeding under any applicable bankruptcy, insolvency or other similar law for the relief of debtors
or any dissolution or liquidation proceeding, which is not dismissed or stayed within forty-five (45)
days after it is commenced.
S. “Internal Cybersecurity Threat” means any threat, act, attack or other incident which negatively
affects the reliable workings of the Contractor-Provided Equipment, which originated inside of the
physical site housing the Contractor-Provided Equipment.
T. “Improper Service Work” means any act or failure to act which contradicts the OEM-recommended
maintenance, configuration and advisable operations resulting in detrimental reliability or
increased possibility of failure.
U. “Lump Sum” shall have the meaning set forth in Section 2.A of this Agreement.
V. “Materials” means all materials, parts and/or goods provided to Purchaser or incorporated into
the Facility as part of the Services.
W. “Notice” means all notices, consents, approvals, certifications, requests, demands and
authorizations.
X. “Person” means an individual, corporation, limited liability company, partnership, joint venture,
unincorporated organization or any other legal entity.
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Y. “Purchase Order” shall have the meaning set forth in Section 1.A of this Agreement.
Z. “Renewal Term” shall have the meaning set forth in Section 5 of this Agreement.
AA. “Representatives” shall mean a Party’s directors, officers, employees and agents.
BB. “Services” means the service work to be performed by Contractor for Purchaser pursuant to a
Purchase Order accepted by Contractor pursuant to this Agreement.
CC. “Subcontractors” means a Person of any tier (including vendors and suppliers) who (i) performs
any part of the Services and who is not a direct employee of Contractor or (ii) performs any services
for Purchaser at the Facility (other than Contractor or its Subcontractors) and who is not a direct,
full-time employee of Purchaser.
DD. “Term” shall mean the Initial Term and any and all Renewal Terms.
EE. “Time and Materials” shall have the meaning set forth in Section 2.A of this Agreement.
A.2. CONTRACTOR’S GENERAL OBLIGATIONS
A. General. Contractor shall furnish the Materials and/or Services pursuant to a Purchase Order if
and when agreed to and acknowledged by Contractor.
B. Scheduling. Any agreed upon schedules or delivery or completion date(s) under this Agreement
shall be considered estimates only unless Contractor and Purchaser otherwise agree to a firm date
for completion or delivery and such date is specified in a Purchase Order agreed to by Contractor.
Contractor shall use commercially reasonable efforts to perform the Services in accordance with
the estimated completion date(s) set forth in the applicable Purchase Order, subject to the
applicable provisions set forth in any Change Order. Contractor shall promptly notify Purchaser of
events or circumstances that may, immediately or in the future, materially impede the proper and
timely execution of any Services so that remedial action, as is appropriate under the
circumstances, may be taken.
C. Monitoring of Services. Contractor shall provide Purchaser and its representatives the right to
inspect and monitor, upon reasonable Notice to Contractor and during regular business hours,
Contractor’s on-site operations and facilities including tools, equipment, Materials, Services and
inventory thereof. Such inspection and monitoring shall be at the cost of Purchaser, and Purchaser
shall be responsible for any risks, liabilities incurred by Purchaser’s personnel during such
inspection and monitoring.
A.3. SHIPMENT AND DELIVERY OF MATERIALS
A. Packaging, shipment and delivery of all Materials shall be in accordance with this Agreement,
including the applicable Purchase Order(s).
B. All shipments of Materials shall be made FCA as defined under Incoterms® 2010 or as
designated in the applicable Purchase Order and written acknowledgement by Contractor. All
shipping dates provided by Contractor are estimates only subject to availability of the applicable
Materials at the time of the Purchase Order.
C. Purchaser reserves the right (payment notwithstanding) to reject and return that portion of any
shipment of Materials that may be defective or otherwise fail to comply with an applicable
Purchase Order; provided that Notice of such rejection (describing in detail the reason for
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Exhibit B
DocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
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rejection) is provided to Contractor in writing within seventy-two (72) hours after delivery to
Purchaser of such Materials. Purchaser shall be deemed to have accepted the Materials if no
rejection Notice is provided to Contractor within such seventy-two (72) hour period.
A.4. USE AND CONDITION OF THE FACILITIES AND EQUIPMENT
Purchaser shall provide when necessary for Contractor, at no cost to Contractor, ancillary manpower
equipped with appropriate tools (such as drills and hand lamps), heavy duty hoisting and transport
facilities along with the necessary fuel, lubricants, water, electricity, compressed air and cleaning
facilities for Contractor’s performance of the Services. Additionally, Purchaser shall advise Contractor
of information concerning (i) the local laws and regulations applicable to the Services and (ii) any
dangerous conditions or unusual risks that may be encountered in Purchaser’s Facility or in the use
of any equipment or tools provided by Purchaser.
A.5. SAFETY AND WORKPLACE POLICIES
Purchaser shall be responsible for providing a healthy and safe work place and working environment
for Contractor’s Representatives during performance of Services at any Facility controlled by
Purchaser. The Parties shall comply with all safety requirements imposed by Applicable Law for the
safety of Persons or property. To the extent Services are performed at a Facility controlled by
Purchaser, Contractor shall comply with Purchaser’s applicable policies and procedures.
A.6. WARRANTIES
A. General Warranties. Should the Services performed by Contractor be inadequate due to defective
workmanship, Contractor shall re-perform such Services at no additional cost to Purchaser.
Contractor shall also repair or, at its discretion, replace any defect in material or manufacturing in
the Materials supplied by Contractor under this Agreement, provided that Purchaser notifies
Contractor of such defect during the warranty period. When required by Contractor, such
Material(s) shall be returned to Contractor, at Contractor’s cost, to the location provided by
Contractor. Purchaser shall immediately take appropriate steps to prevent any defect from
becoming more serious and to enable Contractor to repair such defect at no additional cost to
Purchaser. Any warranty claims or requests must be made by Purchaser within fourteen (14) days
from discovery during the warranty period.
B. Replaced Materials. Contractor shall bear only the costs of repairing or replacing the defective
Materials at the location designated by Contractor, as well as the cost to transport defective and
repaired or replaced Materials between the location designated by Contractor and the Purchaser
destination indicated on the applicable Purchase Order for such Materials. Materials that have
been replaced shall become Contractor’s property.
C. Warranty Period. The warranty period for Services performed is limited to defects which appear
within six (6) months from the performance of Services. The warranty period in respect of Services
which have been re-performed under the warranty shall expire six (6) months following the last day
on which the Services were re-performed under the warranty. The warranty period for the Materials
begins at delivery and ends either (i) twelve (12) months upon installation or (ii) eighteen (18)
months from the date of delivery to Purchaser, whichever occurs earlier. The warranty period for
repaired or replaced Materials shall be six (6) months from the date of repair or replacement, or
until the expiration date of the original warranty period, whichever occurs earlier, under the same
terms, conditions and limitations of liability. Under no circumstances shall the warranty period for
Services of Materials exceed thirty-six (36) months from the commencement of the original
warranty period.
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D. Limits on Warranty. This warranty does not cover any defect due to or connected with: (i) any
materials or components or design provided by Purchaser or on behalf of Purchaser; (ii) negligence
or other improper acts or omissions of Purchaser, its employees or agents or other third parties;
(iii) spare parts not supplied by Contractor; (iv) improper installation or alterations carried out
without Contractor’s consent in writing; (v) parts, accessories or attachments that are not sold,
supplied or expressly approved in writing by Contractor; or (vi) parts provided by Contractor that
are warranted directly to Purchaser by another manufacturer. This warranty does not cover any
defects that are caused by or connected with the design, normal wear and tear, the use of
unsuitable material or consumables by Purchaser, fluctuation in the grid or with any use,
maintenance, service or operation of the equipment or the spare parts or any part thereof which is
not in conformity with Contractor’s or any of its Subcontractors’ manuals, instructions or
specifications or that is otherwise not in accordance with normal industry practice. Contractor’s
warranty obligation does not include any cranage, electricity, scaffolding, assisting work, docking,
towage, underwater or diving work, demounting, mounting nor any travel and boarding costs of
Contractor’s personnel or Representatives. If after Contractor’s warranty investigation it is found
that Purchaser does not have a warranty claim within the scope of this Agreement, then Purchaser
shall be responsible for all applicable costs and expenses for such inspection, repaired or replaced
components or other services.
E. THE WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES BY
CONTRACTOR APPLICABLE TO THE MATERIALS AND SERVICES PROVIDED
HEREUNDER AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESSED
OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED
AGAINST DEFECTS, LATENT OR OTHERWISE. CONTRACTOR NEITHER ASSUMES, NOR
AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER WARRANTY
OBLIGATION IN CONNECTION WITH THE MATERIALS OR SERVICES PROVIDED
HEREUNDER OR ANY PART THEREOF.
A.7. MECHANICS’ LIENS
To the extent that Purchaser has paid all amounts due and owing to Contractor for the Services,
Contractor shall keep the Facility and the Services free of all mechanic’s and materialmen’s liens and
encumbrances with respect to Services provided under this Agreement. Title to any part, material,
equipment, supplies, consumables or replacement and any other items furnished, provided or supplied
by Contractor in performance of the Services shall pass to Purchaser only when payment in full has
been received by Contractor. If such a lien or encumbrance is filed on the Facility or the Services
despite Purchaser’s payment of the applicable amounts due, Contractor will take whatever steps are
necessary to have the lien or encumbrance satisfied, removed or otherwise discharged, and the
Purchaser shall provide assistance as may be reasonably requested by Contractor. If Contractor fails
to satisfy or remove the lien or encumbrance, Purchaser may satisfy, remove or discharge, by bond
or otherwise, the lien or encumbrance, and Contractor shall be liable to Purchaser for all reasonable
costs and expenses in connection with such satisfaction, removal or discharge.
A.8. HAZARDOUS SUBSTANCE DISPOSITION
Purchaser shall be responsible for all costs and expenses associated with any clean-up, removal,
response or remediation of any and all hazardous substances or waste material required by any
governmental authority or environmental law, except to the extent that the existence of such
contamination directly arises out of the gross negligence or willful misconduct of Contractor in the
performance of the Services. Unless otherwise prohibited under Texas law, Purchaser shall indemnify
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Exhibit B
DocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
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and hold harmless Contractor from and against any and all Claims arising out of or resulting from any
matter for which Purchaser is responsible pursuant to this Section A.8.
A.9. INDEMNIFICATION
A. Indemnification by Contractor. Contractor shall indemnify and hold harmless
Purchaser, its Representatives from and against any and all third party Claims of any kind or
nature whatever to or in respect of Persons or property arising out of, resulting from or relating
to the willful misconduct or gross negligence of Contractor in performing its obligations under
this Agreement.
B. Indemnification by Purchaser. Unless otherwise prohibited under Texas law, Purchaser
shall indemnify and hold harmless Contractor, its Representatives, contractors, and suppliers,
from and against any and all third party Claims of any kind or nature whatever to or in respect
of Persons or property arising out of, resulting from, or relating to the performance by
Contractor obligations under this Agreement and not resulting from or relating to the willful
misconduct or gross negligence of Contractor.
C. Notices. If any Party entitled to indemnification hereunder (the "Indemnified Party") intends to
seek indemnification under this Section 9 from the other Party (the "Indemnifying Party") with respect
to any Claim, the Indemnified Party shall give the Indemnifying Party Notice of such Claim upon the
receipt of actual knowledge or information by the Indemnified Party of any possible Claim or of the
commencement of such Claim, which period shall in no event be later than the lesser of (a) fifteen (15)
business Days prior to the last Day for responding to such Claim or (b) one half of the period allowed
for responding to such Claim. The Indemnifying Party shall have no liability under this Section 9 for
any Claim for which such Notice is not provided, unless the failure to give such Notice does not
prejudice the Indemnifying Party. The Indemnifying Party shall have the right to assume the defense
of any such Claim with counsel designated by the Indemnifying Party and reasonably satisfactory to
the Indemnified Party; provided, however, that if the defendants in any such action include both the
Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably
concluded that there may be legal defenses available to it which are different from or additional to
those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate
counsel to assert such legal defenses and to otherwise participate in the defense of such action on
behalf of such Indemnified Party. Should any Indemnified Party be entitled to indemnification under
this Section 9 as a result of a Claim by a third Party, and should the Indemnifying Party fail to assume
the defense of such Claim, the Indemnified Party may, at the expense of the Indemnifying Party,
contest (or, with the prior consent of the Indemnifying Party, settle) such Claim. Except to the extent
expressly provided herein, no Indemnified Party shall settle any Claim with respect to which it has
sought or intends to seek indemnification pursuant to this Section 9 without the prior written consent
of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.
D. Cybersecurity Indemnification. Unless otherwise prohibited under Texas law, Purchaser shall
defend, indemnify and hold harmless Contractor and Contractor’s parent and subsidiaries, affiliates,
and their respective officers, directors, employees, agents, successors and permitted assigns (each,
a “Contractor Indemnitee”) from and against all losses, damages, liabilities, deficiencies, actions,
judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable
attorneys’ fees, the cost of enforcing any right to indemnification hereunder and the cost of pursuing
any insurance providers, arising out of or resulting from any cybersecurity breach arising out of or
resulting from Purchaser’s failure to comply with any of its obligations under this provision. For the
absence of doubt, Purchaser shall not be obligated to indemnify Contractor for Contractor’s actions or
inactions with respect to Contractor’s cybersecurity obligations.
Contract #7104
Exhibit BDocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
A-7
A.10 LIMITATION OF LIABILITY
A. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO
EVENT SHALL CONTRACTOR BE LIABLE, WHETHER IT BE IN CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR TORT, TO THE PURCHASER FOR ANY AMOUNTS
IN EXCESS OF FIFTY PERCENT (50%) OF THE AMOUNTS PAID BY PURCHASER TO
CONTRACTOR UNDER THIS AGREEMENT DURING THE CONTRACT YEAR GIVING RISE
TO THE LIABILITY OR INCIDENT GIVING RISE TO THE LIABILITY EXCEPT FOR CLAIMS
COVERED BY CONTRACTOR’S POLICY OF INSURANCE SPECIFIED IN EXHIBIT C TO
THIS AGREEMENT TO THE EXTENT OF THE LIMITS SO SPECIFIED.
B. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY
SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,
EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOST PROFITS OR LOST REVENUES, TOWAGE CHARGES, POLLUTION REMEDIATION
COSTS, COSTS FOR DOCKING, DIVING OR UNDERWATER WORK, COSTS FOR ADDITIONAL
TESTS) ARISING OUT OF THE PERFORMANCE OR FAILURE TO PERFORM UNDER THIS
AGREEMENT OR THE SERVICES.
A.11 CYBERSECURITY LIMITATION OF LIABILITY
Contractor shall not be liable for any harm, injury or damages due to or arising in connection with: (1)
software provided by Purchaser; (2) systems other than those provided by Contractor except if such
other systems are modified by Contactor to interface or communicate with Contractor’s proprietary
software; or (3) Improper Service Work, installation or alterations carried out by Purchaser.
A.12. TERMINATION FOR DEFAULT
A. Event of Default. Each of the following shall constitute an event of default under this Agreement
(“Event of Default”):
i. Either Party shall fail in any material respect to comply with, observe, or perform, or shall default
in any material respect, in the performance of the Services or any of the terms and conditions
of this Agreement or any Purchase Order, as applicable;
ii. Either Party shall fail to make any payment when due hereunder; or
iii. The occurrence of an Insolvency Event with respect to either Party.
B. Notice and Cure for Default. If an Event of Default as defined in Section A.11.A.i or Section
A.11.A.ii occurs, the non-defaulting Party shall provide the defaulting Party with Notice of the Event
of Default. The defaulting Party shall have sixty (60) days following receipt of such Notice to cure
the Event of Default, provided that if such Event of Default (other than a payment default) is not
capable of being cured within such sixty (60) day period with the exercise of reasonable diligence,
then such cure period shall be extended for an additional reasonable period of time, not to exceed
ninety (90) days, so long as the defaulting Party is exercising reasonable diligence to cure the
default.
Contract #7104
Exhibit BDocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
A-8
C. Remedies for Default. If the Notice was given by the non-defaulting Party as provided for in Section
A.11.B and the Event of Default is not cured by the expiration of the corresponding period for cure
or if an Event of Default as defined in Section A.11.A.iii occurs, the non-defaulting Party, by Notice
in writing to the defaulting Party may, in addition to any other rights and remedies available to it
under this Agreement or at law or in equity, suspend or terminate this Agreement and/or any
Purchase Order. In such event, the non-defaulting Party shall have no further obligation to the
defaulting Party with respect to this Agreement or Purchase Order except with respect to Services
already performed by Contractor in accordance with this Agreement. The defaulting Party shall
remain liable to the non-defaulting Party for any and all Claims that the non-defaulting Party may
have against the defaulting Party under this Agreement or the applicable Purchase Order. Further,
Contractor shall have the right to suspend any Services until the default is cured if Notice was
given by Contractor to Purchaser as provided for in Section A.11.B.
A.13. TERMINATION FOR CONVENIENCE
A. Termination for Convenience by Purchaser. Purchaser may terminate this Agreement and/or any
Purchase Order at any time for its sole convenience by giving Contractor at least thirty (30) days
prior written Notice to such effect. In the event of any such termination, Contractor shall promptly
stop all terminated Services for such Purchase Order and/or for the Agreement unless notified by
Purchaser in writing to the contrary. In the event of such termination for convenience, Purchaser
shall pay Contractor that portion of the total consideration specified in the Purchase Order equal
to the portion of the Services performed in accordance with this Agreement prior to the effective
date of termination, less any payments made prior to such termination plus an amount equal to
any and all applicable demobilization costs incurred by Contractor.
B. Termination for Convenience by Contractor. Contractor may terminate this Agreement in the event
of a material change in Contractor’s business operations without cause effective thirty (30) days
upon providing written Notice to Purchaser to such effect. Purchaser shall pay Contractor that
portion of the total consideration specified in the Purchase Order equal to the portion of the
Services performed in accordance with this Agreement prior to the effective date of termination,
less any payments made prior to such termination.
A.14. RIGHT TO AUDIT
The Purchaser shall have the right to audit the Contractor’s invoices, work sheets, and time sheets
related to work performed under this Agreement and/or the applicable Order(s). Contractor agrees
to maintain such records for a period of two (2) years from the date such work was performed and to
make the foregoing available to the Purchaser or Purchaser’s representatives at the Purchaser’s
cost during normal business hours. Nothing herein shall oblige Contractor to disclose documents
that will reveal neither the Contractor’s commercial costs nor information that is confidential or
proprietary.
A.15. FORCE MAJEURE
A. Neither Contractor nor Purchaser shall be liable for any failure or delay in performing its obligations
hereunder, or for any loss or damage resulting therefrom, caused by or arising from an event of
Force Majeure.
B. If the Services are interrupted by Force Majeure or for other reasons not attributable to Contractor,
the costs for maintaining personnel at or near the Facility (including, without limitation, wages and
lodging) will be borne by Purchaser. Upon the occurrence of an even of Force Majeure, one Party
shall notify the other Party of such occurrence and the anticipated delays in writing. If the
interruption continues for more than one week, Contractor’s personnel may be returned to
Contract #7104
Exhibit BDocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
A-9
Contractor’s country. All expenses in relation to such withdrawal and/or subsequent return shall
be borne by Purchaser. If the period of suspension exceeds one (1) month, either party may
terminate the Agreement by three (3) days Notice in writing to the other party without prejudice to
the rights of either Party up to the date of termination. In the case of such a termination,
Purchaser’s payment of the applicable consideration and demobilization costs of Contractor shall
be handled as a termination for convenience by Purchaser in accordance with Section A.12.A, All
reasonable additional costs incurred by Contractor as a consequence of the suspension and any
subsequent resumption or completion of the Services shall be reimbursed by Purchaser.
A.16. CONFIDENTIALITY
A. Subject to the Texas Public Information Act, court order, or other law, each Party agrees,
for itself and its Affiliates and their Representatives, to keep confidential and not make
any unauthorized use of any confidential or proprietary information of the other Party
disclosed to such Party in and during the performance of this Agreement, including
documents, specifications, formulae, evaluations, methods, processes, technical
descriptions, reports and other data, records and information (hereinafter the
“Confidential Information”).
B. Confidential Information shall be identified in writing by the disclosing Party, or if it is
orally disclosed, the confidentiality thereof shall be confirmed in writing by the disclosing
Party promptly after such oral disclosure. In any event, no disclosure shall be deemed to
be Confidential Information if such information:
(i) was known on a non-confidential basis by the recipient prior to the disclosure
thereof by the disclosing Party;
(ii) is, or shall become, other than by an act of the recipient, generally available to
the public;
(iii) is lawfully made available on a non-confidential basis to the recipient by a third
Party in good faith; or
(iv) was developed by the recipient without reference to or reliance upon
Confidential Information received from the disclosing Party.
C. Each Party agrees that it will make available the other Party's Confidential Information
only on a "need to know" basis to such Party’s personnel and that all Persons to whom
such Confidential Information is made available will be made aware of the strictly
confidential nature of such Confidential Information. If either Party deems it necessary to
disclose Confidential Information to any third party, such Party must receive written
authorization from the other Party.
D. The Confidential Information will remain the property of disclosing party. Nothing contained in this
Agreement shall be construed as a right or license, express or implied, under any patent, copyright,
trademark or intellectual property right, or application therefore, that is now or hereafter owned,
applied for, or controlled by a disclosing party or any of its partners or Affiliates.
A.17. CLAIMS FOR INFRINGEMENT
A. Contractor warrants that the Services will not infringe on any copyright, patent, trade secret or other
proprietary interest of any third party. Contractor shall indemnify, defend and hold harmless the
Contract #7104
Exhibit BDocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
A-10
Purchaser Indemnified Parties against all Claims for any copyright, patent or other proprietary right
infringement or misappropriation of a trade secret, arising out of or resulting from the performance of
the Services delivered by Contractor under this Agreement. In the event Purchaser’s use of any
Services is interrupted as a result of such a Claim, then Contractor shall, at its sole cost and expense
and Purchaser’s option, either (i) procure for Purchaser the right to continue using the infringing
Services as though it were non-infringing, or (ii) replace or modify the infringing portion of the
Services to make such Services non-infringing without materially impairing their usefulness or
performance.
B. Intellectual property rights associated with the Services or any document or data provided by
Contractor in connection therewith shall remain Contractor’s property. Unless otherwise prohibited
under Texas law, Purchaser shall defend, indemnify and hold harmless Contractor against all
Claims arising out of or resulting from any reuse, modification, reproduction or publication of
Contractor’s intellectual property documents or data by Purchaser or one of its Subcontractors.
A.18. TAXES
A. General. Unless otherwise expressly set forth in the applicable Purchase Order, Contractor shall
be fully responsible for all state and federal income taxes, pension benefits, social security taxes,
employment, disability and for any other taxes (except sales, use, excise and gross receipts
taxes addressed below) which may be due and owing by Contractor.
B. Applicable Taxes. Except for Contractor’s obligations under Section A.17.A, Purchaser will be
responsible for all applicable taxes that arise in any jurisdiction, including, without limitation, value
added, sales, use, gross receipts, excise or other taxes, fees, customs fees, duties, however
designated, imposed on, incident to, or based upon the Services (collectively “Applicable Taxes”).
If Purchaser is entitled to an exemption from any Applicable Taxes, Purchaser is responsible for
presenting Contractor with a valid exemption certificate (in a form reasonably acceptable to
Contractor). Unless otherwise prohibited under Texas law, Purchaser shall indemnify and hold
Contractor harmless for any determination by a Government Authority (i) that Contractor be held
liable for such taxes or (ii) regarding the validity or applicability of Purchaser’s tax exemptions.
A.19. CHANGE ORDERS
A. Requests by Purchaser for any modifications or changes to Contractor’s Services, including but
not limited to, additions, deletions or other revisions, must be issued in writing by an authorized
representative of Purchaser. All such Change Order requests are subject to Contractor’s written
acceptance, and may result in adjustments to fees, expenses and delivery schedules as mutually
agreed in writing.
B. The Parties acknowledged that Purchaser’s inability to fully comply with its responsibilities under
this Agreement may impact the Contractor’s Services. Therefore, Purchaser’s failure to adhere to
its obligations or interference with the Services shall entitle Contractor to a Change Order under
this Section A.18.
C. If Purchaser initiates any modifications to the Facilities not disclosed and reviewed with the
Contractor prior to the Effective Date or if Contractor requests changes to this Agreement as made
necessary by the happening of an event of Force Majeure or a Change of Law, Contractor shall
be entitled to a Change Order.
D. Contractor shall be entitled to suspend its performance for the particular Purchase Order pending
the agreement of the Parties as to the relevant adjustments in scope, compensation and
scheduling for any given Change Order.
Contract #7104
Exhibit BDocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
A-11
A.20. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of Texas
without regard to its conflicts of law principles.
A.21. ARBITRATION
The Parties shall attempt to resolve any Claim arising out of or relating to this Agreement or the breach
thereof by amicable negotiations. If the Parties are unable to resolve the Claim through such
negotiations, then the issue shall be submitted to binding arbitration under the arbitration rules of the
International Chamber of Commerce (the “Arbitration Rules”) then in effect. The arbitration shall be
held in Houston, TX, and the proceedings shall be in the English language. If the amount of any
asserted Claim or counterclaim does not exceed One Million Dollars ($1,000,000), the arbitration shall
be conducted before a single arbitrator selected in accordance with the Arbitration Rules. Otherwise,
the arbitration shall be conducted in accordance with the procedures of the Arbitration Rules before a
panel of three (3) arbitrators, with each Party selecting one arbitrator and the third arbitrator, who shall
be the chairman of the panel, being selected by the two Party-appointed arbitrators. The award
rendered by the arbitration shall be final and judgment thereon may be entered by any court having
jurisdiction thereof.
A.22. COMPLIANCE WITH APPLICABLE LAW AND CHANGE OF LAW
A. Purchaser and Contractor respectively agree to comply with all Applicable Laws which are now or
may become applicable to Services performed under this Agreement or any applicable Purchase
Order(s). In the event a Change of Law relating to this Agreement causes an increase of the fees
for Services or other compensation due to the Contractor or other adjustments to Contractor’s
Services, the Parties shall consult in good faith to reach an agreement as to either (i) the
adjustment in compensation that should apply and/or (ii) the appropriate scope of Change Order
associated with the Change of Law.
B. Either Party shall provide prompt Notice to the other Party of the occurrence of a Change of Law.
Such Notice shall include the notifying Party’s opinion as to the impact on its performance of its
obligations under the Agreement. In case of disagreement between the Parties concerning the
implication and consequences of the increase in the expenditures and/or costs because of a
Change of Law, and an agreement cannot be reached between the Parties after thirty (30) days,
either Party may terminate this Agreement with three (3) days prior written Notice.
C. In the event any provision of this Agreement is inconsistent with or contrary to any Applicable Law,
said provision shall be deemed to be modified to the extent required to comply with said law, and
this Agreement as so modified, shall remain in full force and effect.
A.23. RELATIONSHIP OF THE PARTIES
Nothing contained in this Agreement shall be construed to constitute either Party as the partner,
employee or agent of the other, and neither Party shall have the authority to bind the other in any
respect, it being intended that each shall remain responsible for its own actions. Contractor is retained
only for the purposes and to the extent set forth in this Agreement and applicable Purchase Order(s),
and Contractor’s relationship to Purchaser shall be that of an independent contractor.
Contractor may retain any Subcontractor necessary to assist Contractor in the performance of the
Services that is qualified and capable of performing its portion of the Services in accordance with this
Contract #7104
Exhibit BDocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
A-12
Agreement and its subcontract. The creation of any Subcontractor relationship by either Party shall
not relieve either Party of any of its obligations under this Agreement and such Party who has the
Subcontractor shall be responsible for the acts of such.
A.24. MISCELLANEOUS
A. Assignment. Neither Party shall assign this Agreement nor any of its rights or obligations under
this Agreement without the prior written approval of the other Party and any attempt to make such
an assignment shall be void.
B. No Waiver. No waiver by either Party of the performance of any provision, condition or requirement
of this Agreement shall be deemed to be a waiver of, or in any manner release the other Party
from, performance of any other provision, condition or requirement of this Agreement; nor shall it
be deemed to be a waiver of, or in any manner release the other Party from future performance of
the same provision, condition, or requirement; nor shall any delay or omission of a Party in
exercising any right hereunder in any manner impair the exercise of any such right or any like right
accruing to it thereafter. No waiver shall be effective unless expressly made in writing and signed
by the Party to be charged with such waiver.
C. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable (i)
such provision will be fully severable, (ii) this Agreement will be construed and enforced as if such
illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and (iii)
the remaining provisions of this Agreement will remain in full force and effect and will not be
affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement.
D. No Publicity. Neither Party shall reveal any information concerning details of this Agreement to
the press or a news-disseminating agency or use the details of this Agreement within any
advertising, promotional material, publicity or other printed material without the other Party’s prior
written approval in each instance.
E. Construction. The Parties acknowledge that this Agreement was the subject of fair negotiation
between the Parties, and that neither Party shall be considered the “drafter” of this Agreement for
the purpose of construing any of its terms and conditions. Article and Section headings and
numbers are provided for convenience only, and shall not affect the construction or interpretation
of this Agreement. References to “days” or a “day” shall mean a calendar day, unless otherwise
stated.
F. Notices. Any Notice provided for in this Agreement shall be duly given if delivered by (i) hand, (ii)
registered or certified mail, return receipt requested, (iii) facsimile or (iv)by electronic mail, with
acknowledged receipt by the other Party. The Parties may change their respective addresses for
receipt of Notices upon reasonable advance notice to the other. Any Notice given by hand delivery
or registered mail shall be deemed given at the time of delivery and facsimile transmission or
electronic mail shall be deemed to be given, respectively, at the time of transmission or when
electronic delivery has been confirmed.
A.25. EQUIPMENT TECHNICAL DATA
Purchaser consents to the collection and use of information and to the ownership of the derived or
incorporating works as set forth herein. Purchaser shall be responsible for providing equipment
technical data through any reasonable means requested by Contractor, including internet-connected
devices. The term "Equipment Technical Data" refers to all data relating to the technical operating
Contract #7104
Exhibit B
DocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
A-13
parameters of any equipment delivered, including without limitation, all information that Contractor
shall gather from sensors, instruments, monitors, or other industrial control or SCADA devices located
at Purchaser’s sites or on the equipment delivered. Equipment Technical Data shall be transmitted to
Contractor for purposes including, but not limited to, developing its products, solutions and services.
Contractor, Contractor’s parent, subsidiaries and/or affiliates shall own all works, products, reports and
improvements each may develop based upon, derived from, or incorporating Equipment Technical
Data. Equipment Technical Data may be transferred (a) to Contractor’s parent, subsidiaries and/or
affiliates and (b) to third parties who act for or on Contractor’s behalf for processing in accordance with
the non-exclusive purpose(s) listed above or as may otherwise be lawfully processed. Equipment
Technical Data may also be disclosed to a third party if Contractor is required to do so due to an
applicable law, court order or governmental regulation, or if such disclosure is otherwise necessary in
support of any criminal or other legal investigation. Contractor’s rights to use Equipment Technical
Data shall survive the termination or expiration of this Agreement, any applicable warranty period and
any other commercial contract between the Contractor and Purchaser.
A.26. CYBERSECURITY PROTECTION
Contractor shall deliver Contractor Provided Equipment together with its logic-bearing system
components (e.g., hardware, firmware, and software hereafter referred to collectively as the “Critical
Components”) free of any software virus and malware detectable by current standard industry best
practices. Unless otherwise agreed, upon delivery of Contractor Provided Equipment, the Purchaser
shall be solely responsible for any non-Contractor Provided Equipment system integrations and/or
system security engineering. It is Purchaser’s sole responsibility to protect Critical Components from
any External Cybersecurity Threat or Internal Cybersecurity Threat, including against hardware and
software vulnerabilities. In recognition of the foregoing, Purchaser agrees and covenants that it shall
use the degree of care appropriate to prevent unauthorized access, use, or hacking of the Critical
Components provided in connection with Contractor Provided Equipment and shall do so in a manner
that is no less rigorous than any recommendations provided by Contractor and accepted industry
practices.
Contract #7104
Exhibit B
DocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
B-1
EXHIBIT B – MASTER SERVICES AGREEMENT
SAMPLE PURCHASE ORDER FORM
______________________________________________________________________________________
MSA No. [XXX]
Purchase Order
Purchaser: ____________________
[Address]
DUPLICATE Dispatch
via Print
Purchase Order No. [XXXX]
Date Page: 1
Payment Terms: Net 30
Freight Terms Ship Via
Buyer Phone
Currency: USD
Contractor: ____________________
[Address]
Ship To: Ordering Purchaser Location
<address>
<city, state, zip>
<country>
Bill To: <address>
<city, state, zip>
<country>>
______________________________________________________________________________________
Description:
______________________________________________________________________________________
Line- Sch Item/Description Quantity UOM PO Price Extended
Amt
Estimated
Due Date
Total PO Amount
________________________________________________________________________________
This Purchase Order shall be governed by and incorporate by reference the Master Service Agreement No.
[XXX]. All shipments, shipping papers, invoices, and correspondence shall identify the applicable Purchase
Order number and MSA No. [XXX].
Contract #7104
Exhibit B
DocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
D-1
EXHIBIT C - MASTER SERVICES AGREEMENT
INSURANCE REQUIREMENTS
The Parties shall carry insurance (with reliable insurance companies) in the amounts set forth below. In each
such policy, each such Party shall cause (i) all of its deductibles to be for its own account, (ii) the insurer to
waive all rights of subrogation against the other Party and its Affiliates, (iii) the other Party to be listed as
additional insured, and (iv) all such policies to be primary as to any other existing valid and collectible
insurance of the other. If requested, each Party shall furnish the other Party with an executed Certificate of
Insurance and/or such other reasonable assurances evidencing such insurance.
1. Workers’ Compensation insurance, disability benefit and any other similar employee benefit to the extent
required by the Applicable Law in any jurisdiction in which the Services are to be performed.
2. Commercial General Liability insurance for incidents or series of incidents covering the operations,
premises and completed operations of a Party in the performance of the Agreement, with a combined
single limit of $1,000,000 for bodily injury and property damage per occurrence and a limit of
$1,000,000 in the general aggregate.
3. Automobile Liability insurance extending to owned, non-owned and hired automobiles used by a Party
in the performance of this Agreement, with a combined single limit of $1,000,000 per occurrence.
4. Such other insurance as may from time to time be required by Applicable Law.
Contract #7104
Exhibit B
DocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
D-2
EXHIBIT D – MASTER SERVICES AGREEMENT
RATE SCHEDULE
Contract #7104
Exhibit BDocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
D-3
Contract #7104
Exhibit B
DocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
Quotation
Wärtsilä North America, Inc.
Sold-to address
City of Denton
1659 Spencer Road
Denton TX 76205
Shipping address
Denton Energy Center
C/O Wärtsilä North America, Inc
8161 Jim Christal Road
DENTON TX 76207
USA
Notify address
Page 1/6
Date 2019-06-13
Quotation number 2932800
Installation
DENTON ENERGY CENTER
Our contact person Phone
GREG PLAIA +1 504 7311637
GREG.PLAIA@WARTSILA.COM
Your contact person
JASON BROWN
Your reference
RFQ EMISSIONS + SPARES
Your order date
2019-06-13
End customer reference
Mode of delivery
Terms of delivery
FCA Kampen Incoterms 2010
Customer number
92018
VAT Number
Terms of payment
30 Days Net
Quotation valid to 2019-07-13
Item
PO. Item
Part no.
Product no.
Description
Product type
Availability
Net Weight/
Total
Qty Unit Price/unit Total
Subject to prior sales. Estimated availability shown is current and is given on ExW basis for the date of the quotation. The price is for
the given quantity.
000100 289276 Sensor
PAAE320104 CSO 0.354/ 8.496
KG
24 PC 993.43 USD 23,842.32
9 WEEKS 24 PC
Delivered from:Kampen, Netherlands
000200 289286 Converter
PAAE320104 CSO 0.174/ 2.088
KG
12 PC 615.25 USD 7,383.00
4 WEEKS 12 PC
Delivered from:Kampen, Netherlands
Continued on page 2
Wärtsilä North America, Inc.Wire Transfer Information (USD):
11710 North Gessner Road, Suite A Nordea Bank AB (publ), NY Branch
Houston, TX 77064 1211 Avenue of the Americas
Tel. +1 281 233 6200 New York, NY 10036Fax +1 281 233 6233 Account No. 7049163001
www.wartsila.com ABA No. 026010786
Swift No. NDEAUS3N
Offices located in Ft. Lauderdale, New Orleans, Seattle, Long Beach, Annapolis Cranfordand Juneau
Wire Transfer Information (EUR):
Nordea Bank AB (publ), Finnish Branch
Satamaradankatu 5, 5th floor, Helsinki
FI-00020 NORDEA, Finland
Account Name: Wartsila North America Inc.IBAN No. FI0816603001059727
Swift No. NDEAFIHH
Lock Box Information
Wartsila North America, Inc.
Lockbox # 892450
Dept 2450
P.O. Box 122450Dallas, TX 75312-2450
Contract #7104
Exhibit C
DocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
Quotation
Wärtsilä North America, Inc.Page 2/6
Date 2019-06-13
Quotation number 2932800
Item
PO. Item
Part no.
Product no.
Description
Product type
Availability
Net Weight/
Total
Qty Unit Price/unit Total
000300 289384 Gas sensor
PAAE320104 CSO 0.086/ 2.064
KG
24 PC 1,365.97 USD 32,783.28
9 WEEKS 24 PC
The price is for the given quantity.This item has to be specially procured, and shall not be cancelled or returned.
Delivered from:Kampen, Netherlands
000400 289385 Gas sensor
PAAE320104 CSO 0.095/ 1.140
KG
12 PC 1,365.97 USD 16,391.64
9 WEEKS 12 PC
The price is for the given quantity.This item has to be specially procured, and shall not be cancelled or returned.
Delivered from:Kampen, Netherlands
000500 652040 Condense pump
PAAE320104 CSO 1.000/ 12.000
KG
12 PC 705.56 USD 8,466.72
9 WEEKS 12 PC
The price is for the given quantity.This item has to be specially procured, and shall not be cancelled or returned.
Delivered from:Kampen, Netherlands
000600 652036 Pump
PAAE320103 CSO 1.000 KG 1 PC 1,162.77 USD 1,162.77
9 WEEKS 1 PC
The price is for the given quantity.This item has to be specially procured, and shall not be cancelled or returned.
Delivered from:Kampen, Netherlands
000700 450020 Filter element
PAAE320104 CSO 1.000 KG 1 PC 243.84 USD 243.84
IN STOCK 1 PC
25 pcs/package
Delivered from:Kampen, Netherlands
000800 450023 Air filter
PAAE320104 CSO 0.070/ 0.840
KG
12 PC 69.99 USD 839.88
5 WEEKS 12 PC
The price is for the given quantity.This item has to be specially procured, and shall not be cancelled or returned.
Delivered from:Kampen, Netherlands
Continued on page 3
Wärtsilä North America, Inc.Wire Transfer Information (USD):
11710 North Gessner Road, Suite A Nordea Bank AB (publ), NY Branch
Houston, TX 77064 1211 Avenue of the Americas
Tel. +1 281 233 6200 New York, NY 10036
Fax +1 281 233 6233 Account No. 7049163001www.wartsila.com ABA No. 026010786
Swift No. NDEAUS3N
Offices located in Ft. Lauderdale, New Orleans, Seattle, Long Beach, Annapolis Cranford
and Juneau
Wire Transfer Information (EUR):
Nordea Bank AB (publ), Finnish Branch
Satamaradankatu 5, 5th floor, Helsinki
FI-00020 NORDEA, Finland
Account Name: Wartsila North America Inc.IBAN No. FI0816603001059727
Swift No. NDEAFIHH
Lock Box Information
Wartsila North America, Inc.
Lockbox # 892450
Dept 2450
P.O. Box 122450Dallas, TX 75312-2450
Contract #7104
Exhibit C
DocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
Quotation
Wärtsilä North America, Inc.Page 3/6
Date 2019-06-13
Quotation number 2932800
Item
PO. Item
Part no.
Product no.
Description
Product type
Availability
Net Weight/
Total
Qty Unit Price/unit Total
000900 450011 Filter cartridge
PAAE320104 CSO 0.188/ 2.256
KG
12 PC 15.24 USD 182.88
2 WEEKS 12 PC
Delivered from:Kampen, Netherlands
001000 282129 Nozzle
PAAE320103 CSO 0.037/ 0.444
KG
12 PC 417.69 USD 5,012.28
4 WEEKS 12 PC
Delivered from:Kampen, Netherlands
001100 282031 Gasket
PAAE320104 CSO 0.100/ 1.200
KG
12 PC 7.90 USD 94.80
3 WEEKS 12 PC
The price is for the given quantity.This item has to be specially procured, and shall not be cancelled or returned.
Delivered from:Kampen, Netherlands
001200 282057 Sealing ring
PAAE320103 CSO 0.005/ 0.060
KG
12 PC 12.42 USD 149.04
3 WEEKS 12 PC
The price is for the given quantity.This item has to be specially procured, and shall not be cancelled or returned.
Delivered from:Kampen, Netherlands
001300 282044 Sealing paste
PAAE320103 CSO 0.500/ 3.000
KG
6 PC 32.17 USD 193.02
IN STOCK 6 PC
Delivered from:Kampen, Netherlands
001400 970015 Spare part set
PAAE320103 CSO 0.000/ 0.000
KG
8 PC 180.62 USD 1,444.96
5 WEEKS 8 PC
Delivered from:Kampen, Netherlands
Continued on page 4
Wärtsilä North America, Inc.Wire Transfer Information (USD):
11710 North Gessner Road, Suite A Nordea Bank AB (publ), NY Branch
Houston, TX 77064 1211 Avenue of the Americas
Tel. +1 281 233 6200 New York, NY 10036
Fax +1 281 233 6233 Account No. 7049163001www.wartsila.com ABA No. 026010786
Swift No. NDEAUS3N
Offices located in Ft. Lauderdale, New Orleans, Seattle, Long Beach, Annapolis Cranford
and Juneau
Wire Transfer Information (EUR):
Nordea Bank AB (publ), Finnish Branch
Satamaradankatu 5, 5th floor, Helsinki
FI-00020 NORDEA, Finland
Account Name: Wartsila North America Inc.IBAN No. FI0816603001059727
Swift No. NDEAFIHH
Lock Box Information
Wartsila North America, Inc.
Lockbox # 892450
Dept 2450
P.O. Box 122450Dallas, TX 75312-2450
Contract #7104
Exhibit CDocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
Quotation
Wärtsilä North America, Inc.Page 4/6
Date 2019-06-13
Quotation number 2932800
Item
PO. Item
Part no.
Product no.
Description
Product type
Availability
Net Weight/
Total
Qty Unit Price/unit Total
Set contains
001401 450014 Filter cartridge
0.131/ 2.096
KG
2 PC/set
Total 16 PC
Delivered from:Kampen, Netherlands
001402 450015 Gasket
0.008/ 0.128
KG
2 PC/set
Total 16 PC
Delivered from:Kampen, Netherlands
001403 450016 Gasket
0.002/ 0.032
KG
2 PC/set
Total 16 PC
Delivered from:Kampen, Netherlands
001500 450015 Gasket
PAAE320103 CSO 0.008/ 0.024
KG
3 PC 40.08 USD 120.24
IN STOCK 3 PC
Delivered from:Kampen, Netherlands
001600 450016 Gasket
PAAE320103 CSO 0.002/ 0.006
KG
3 PC 17.50 USD 52.50
IN STOCK 3 PC
Delivered from:Kampen, Netherlands
001700 289291 Filter kit
PAAE320104 CSO 0.009/ 0.018
KG
2 PC 179.50 USD 359.00
2 WEEKS 2 PC
Delivered from:Kampen, Netherlands
Continued on page 5
Wärtsilä North America, Inc.Wire Transfer Information (USD):
11710 North Gessner Road, Suite A Nordea Bank AB (publ), NY Branch
Houston, TX 77064 1211 Avenue of the Americas
Tel. +1 281 233 6200 New York, NY 10036
Fax +1 281 233 6233 Account No. 7049163001www.wartsila.com ABA No. 026010786
Swift No. NDEAUS3N
Offices located in Ft. Lauderdale, New Orleans, Seattle, Long Beach, Annapolis Cranford
and Juneau
Wire Transfer Information (EUR):
Nordea Bank AB (publ), Finnish Branch
Satamaradankatu 5, 5th floor, Helsinki
FI-00020 NORDEA, Finland
Account Name: Wartsila North America Inc.IBAN No. FI0816603001059727
Swift No. NDEAFIHH
Lock Box Information
Wartsila North America, Inc.
Lockbox # 892450
Dept 2450
P.O. Box 122450Dallas, TX 75312-2450
Contract #7104
Exhibit C
DocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
Quotation
Wärtsilä North America, Inc.Page 5/6
Date 2019-06-13
Quotation number 2932800
Item
PO. Item
Part no.
Product no.
Description
Product type
Availability
Net Weight/
Total
Qty Unit Price/unit Total
001800 289292 Filter kit
PAAE320104 CSO 0.050/ 0.100
KG
2 PC 289.00 USD 578.00
3 WEEKS 2 PC
Delivered from:Kampen, Netherlands
001900 452023 Service kit
PAAE320104 CSO 0.047/ 0.282
KG
6 PC 79.02 USD 474.12
3 WEEKS 6 PC
The price is for the given quantity.This item has to be specially procured, and shall not be cancelled or returned.
Delivered from:Kampen, Netherlands
002000 450014 Filter cartridge
PAAE320103 CSO 0.131/ 1.572
KG
12 PC 27.09 USD 325.08
IN STOCK 12 PC
Delivered from:Kampen, Netherlands
002100 652042 Valve kit
PAAE320103 CSO 0.651/ 1.302
KG
2 PC 217.88 USD 435.76
9 WEEKS 2 PC
The price is for the given quantity.This item has to be specially procured, and shall not be cancelled or returned.
Delivered from:Kampen, Netherlands
002200 652043 Bellow
PAAE320103 CSO 0.663/ 1.326
KG
2 PC 217.88 USD 435.76
9 WEEKS 2 PC
The price is for the given quantity.This item has to be specially procured, and shall not be cancelled or returned.
Delivered from:Kampen, Netherlands
002300 181209 Lubricating oil pump
PAAE244645 W18V50 500.000 KG 1 PC 36,124.80 USD 36,124.80
IN STOCK 1 PC
Delivered from:Kampen, Netherlands
Goods total 137,095.69
0.00
Total amount USD 137,095.69
Continued on page 6
Wärtsilä North America, Inc.Wire Transfer Information (USD):
11710 North Gessner Road, Suite A Nordea Bank AB (publ), NY Branch
Houston, TX 77064 1211 Avenue of the Americas
Tel. +1 281 233 6200 New York, NY 10036
Fax +1 281 233 6233 Account No. 7049163001www.wartsila.com ABA No. 026010786
Swift No. NDEAUS3N
Offices located in Ft. Lauderdale, New Orleans, Seattle, Long Beach, Annapolis Cranford
and Juneau
Wire Transfer Information (EUR):
Nordea Bank AB (publ), Finnish Branch
Satamaradankatu 5, 5th floor, Helsinki
FI-00020 NORDEA, Finland
Account Name: Wartsila North America Inc.IBAN No. FI0816603001059727
Swift No. NDEAFIHH
Lock Box Information
Wartsila North America, Inc.
Lockbox # 892450
Dept 2450
P.O. Box 122450Dallas, TX 75312-2450
Contract #7104
Exhibit CDocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
Quotation
Wärtsilä North America, Inc.Page 6/6
Date 2019-06-13
Quotation number 2932800
Thank you for the opportunity to quote.
See line item notes for estimated availability.
Please note:
Any date quoted or stipulated is deemed to be an estimate only. Buyer is responsible for all freight charges. All freight charges and U.S. Customs
duties will be added at the time of invoicing. Also, this quote does not include insurance, packaging, handling, classification and documentation
fees, these charges will be added at the time of invoicing.
If requesting partial shipments, you will be invoiced per delivery.
Item availability will be reconfirmed after receipt of order.
U.S. Goverment packaging requirements are not included in this proposal. Standard Commercial Packaging Applies.
Thank you for the request which is acknowledged and accepted on the condition that this transaction for Parts shall be governed solely by
Wartsila�s Terms and Conditions, attached hereto, without reference to any other terms except as explicitly contemplated therein.
Yours faithfully,
Wärtsilä North America, Inc.
Did you know that in the Wärtsilä Online Services customer portal you can request quotations, place orders, view your order and
quotation history as well as track and trace deliveries?
Please find more information about Wärtsilä Online Services and how to request access at www.wartsila.com/online-services.
Wärtsilä can offer you a wide range of logistics solutions, please contact reference contact person on this document for further
assistance by providing the destination, ETA and a preferred mode of transport.
For Parts and Services: If not otherwise stated, Wärtsilä General Terms and Conditions (GTC) - Parts (2018) or Service Work (2018) are applied.Wärtsilä General Terms and Conditions are available on the web http://www.wartsila.com/general-terms-conditions .
Interest will accrue from the invoice due date at the rate stated in Wärtsilä GTC, unless otherwise defined in the Contract between the Customer and Wärtsilä Company.
A surcharge shall be added in case an order value is lower than the minimum order value of 200 EUR or equivalent currency value excluding freight.
Possible claims regarding Invoices must be made within 14 days after the date of Invoice.
Wärtsilä North America, Inc.Wire Transfer Information (USD):
11710 North Gessner Road, Suite A Nordea Bank AB (publ), NY Branch
Houston, TX 77064 1211 Avenue of the Americas
Tel. +1 281 233 6200 New York, NY 10036
Fax +1 281 233 6233 Account No. 7049163001www.wartsila.com ABA No. 026010786
Swift No. NDEAUS3N
Offices located in Ft. Lauderdale, New Orleans, Seattle, Long Beach, Annapolis Cranford
and Juneau
Wire Transfer Information (EUR):
Nordea Bank AB (publ), Finnish Branch
Satamaradankatu 5, 5th floor, Helsinki
FI-00020 NORDEA, Finland
Account Name: Wartsila North America Inc.IBAN No. FI0816603001059727
Swift No. NDEAFIHH
Lock Box Information
Wartsila North America, Inc.
Lockbox # 892450
Dept 2450
P.O. Box 122450Dallas, TX 75312-2450
Contract #7104
Exhibit CDocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
Contract # 7104
Exhibit D
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
DocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
Exhibit
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: 772D0B7B-3879-495D-A06E-637B4420D98B
E
Wartsila North America, Inc.
N/A
X
X
X
None
7/1/2019
X
Certificate Of Completion
Envelope Id: 772D0B7B3879495DA06E637B4420D98B Status: Completed
Subject: Please DocuSign Contract 7104 DEC Emissions System
Source Envelope:
Document Pages: 33 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Monisa Rogers
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Monisa.Rogers@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
6/25/2019 12:28:08 PM
Holder: Monisa Rogers
Monisa.Rogers@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Monisa Rogers
monisa.rogers@cityofdenton.com
Senior Buyer
City Of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 6/25/2019 12:48:22 PM
Viewed: 6/25/2019 12:48:39 PM
Signed: 6/25/2019 12:53:33 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 6/25/2019 12:53:35 PM
Viewed: 6/26/2019 8:44:29 AM
Signed: 6/26/2019 9:14:26 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 6/26/2019 9:14:28 AM
Viewed: 6/26/2019 11:22:19 AM
Signed: 6/26/2019 11:24:01 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Scott Hannen
scott.hannen@wartsila.com
Account Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 63.88.82.9
Sent: 6/26/2019 11:24:03 AM
Viewed: 6/26/2019 11:34:55 AM
Signed: 7/1/2019 12:05:23 PM
Electronic Record and Signature Disclosure:
Accepted: 6/26/2019 11:34:54 AM
ID: d676dee4-fdec-41ff-9d17-54f13b409f73
Signer Events Signature Timestamp
Terry Naulty
terry.naulty@cityofdenton.com
Assistant General Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 7/1/2019 12:05:27 PM
Viewed: 7/1/2019 1:05:06 PM
Signed: 7/1/2019 1:07:21 PM
Electronic Record and Signature Disclosure:
Accepted: 7/1/2019 1:05:06 PM
ID: 4703f5ba-97d8-4512-8be7-49aaac629942
Tabitha Millsop
tabitha.millsop@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 7/1/2019 1:07:23 PM
Viewed: 7/17/2019 8:40:42 AM
Signed: 7/17/2019 8:41:01 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Hileman
Todd.Hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.184.84.226
Signed using mobile
Sent: 7/17/2019 8:41:05 AM
Viewed: 7/17/2019 8:58:36 AM
Signed: 7/17/2019 8:58:40 AM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Rosa Rios
rosa.rios@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 7/17/2019 8:58:42 AM
Viewed: 7/17/2019 7:12:35 PM
Signed: 7/17/2019 7:13:47 PM
Electronic Record and Signature Disclosure:
Accepted: 7/17/2019 7:12:35 PM
ID: 2c401187-3548-46b9-a228-17fdc67a39c0
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Tabitha Millsop
tabitha.millsop@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 6/25/2019 12:53:35 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 6/25/2019 12:53:36 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 7/17/2019 8:41:04 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 7/17/2019 7:13:50 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jason Brown
jason.brown@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 7/17/2019 7:13:50 PM
Viewed: 7/17/2019 7:14:22 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/17/2019 7:13:51 PM
Certified Delivered Security Checked 7/17/2019 7:13:51 PM
Signing Complete Security Checked 7/17/2019 7:13:51 PM
Completed Security Checked 7/17/2019 7:13:51 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Scott Hannen, Terry Naulty, Todd Hileman, Rosa Rios
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
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To contact us by email send messages to: purchasing@cityofdenton.com
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To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.