7372 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
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BRYCER, LLC
4355 Weaver Parkway
Suite 230
Warrenville, IL 60555
April 27th, 2020
City of Denton
215 E. McKinney St.
Denton, TX 76201
Re: “The Compliance Engine”
Dear City of Denton:
We look forward to providing you with “The Compliance Engine” (the “Solution”). This proposal
letter provides the basic terms by which Brycer, LLC (“Brycer”) will provide you, City of Denton
(“Client”), with the Solution. The use of the Solution and all matters between Brycer and Client will be
subject to the standard “Terms and Conditions” attached to this proposal as Exhibit A. The basic terms are
as follows:
1. Term: Brycer will provide Client with the Solution for three years, commencing
__________, 2020 (the “Initial Term”), with the option for one (1) additional two (2) year extension, a total
of five (5) years. . Following the expiration or termination of the Term (as provided in the Terms and
Conditions), Client shall stop using the Solution; provided, however, Brycer shall make available, and
Client shall have the right to download, Client’s data from the Solution for a period of 60 days after the
expiration or termination of the Term. Client shall have the right to terminate this agreement for
convenience upon giving sixty (60) days written notice to Brycer.
2. Fees: Client shall not pay any fees for use of the Solution. Brycer will collect all fees due
and payable by third party inspectors in connection with activities relating to the Solution.
3. Brycer Responsibilities: During the Term, Brycer shall be responsible for the following
in connection with Client’s use of the Solution:
x Availability. Brycer shall make the Solution available to Client as set forth on Exhibit B.
The maintenance schedule and minimum service levels for the Solution are set forth on
Exhibit B.
x Insurance. During the performance of this Agreement, Brycer shall maintain insurance in
compliance with the requirements of Exhibit C which is attached hereto and made a part
of this Agreement as if written word for word herein.
x Service Level. Brycer shall provide commercially reasonable levels of customer service
with respect to the Solution to all third parties who transact business with Client and access
the Solution.
x Backup. Brycer shall backup the database used in connection with the Solution to a
separate server located within the same web hosting firm which the Solution is being hosted
on a real time basis. Upon request by Client (which can be no more than once a month) or
made prior to or within 60 days after the effective date of termination of the Term, Brycer
will make available to Client a complete and secure (i.e. encrypted and appropriately
authenticated) download file of Client data in XML format including all schema and
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attachments in their native format. Brycer shall maintain appropriate administrative,
physical and technical safeguards for protection of the security, confidentiality and
integrity of Client data. Brycer shall not (a) modify Client data or (b) disclose Client data
except as required by law.
x Retention of Information. Brycer will maintain all information entered into the database
by third party inspectors for at least five years from the time such information is entered
into the database.
x Notices. Brycer will be responsible for generating and delivering the following notices to
third parties in connection with the Solution: (a) reminders of upcoming inspections that
are due; (b) notices that an inspection is past due; and (c) notices of completed inspection
reports which contain one or more deficiencies.
x Call Center Phone calls by Brycer on behalf of the Client to the property for EACH
life-safety system overdue for service based on dates automatically tracked within the
TCE database. Brycer is not an agent of the Client and all scripts for the overdue calls will
be approved by the Client.
x Updates and Enhancements. In the event Brycer releases any updates, corrections, or
enhancements to the Solution during the Term, Brycer shall promptly provide such updates
or corrections to Client free of any charge or fee.
4. Client Responsibilities: During the Term, Client shall be responsible for the following in
connection with Client’s use of the Solution:
x Operating System. Client shall be solely responsible for providing a proper operating
environment, including computer hardware or other equipment and software, for any
portion of the Solution installed on the Client’s equipment (the “Client Access Software”)
and for the installation of network connections to the Internet. In addition to any other
Client Access Software requirements, Client must use version Internet Explorer 11.0, Edge,
Firefox version 37, Chrome 40 or Safari 7.1 (or more recent versions), in addition to having
a .pdf reader installed on machines to view attachments.
x Training. Client shall allow Brycer at Client’s facilities to train all applicable personnel
of Client on the use of the Solution.
x Information. Client shall promptly provide Brycer with all appropriate information
necessary for Brycer to create the database for the Solution, including without limitation:
(a) all commercial building addresses within [jurisdiction] for Brycer’s initial upload; and
(b) quarterly updates to in a format acceptable to Brycer in its discretion.
x Enforcement. Client shall take all actions necessary to require (e.g. resolution, ordinance,
fire policy, code amendment) the use of the Solution by third party inspection companies.
x Reports. Client will require all compliant and deficient test results to be submitted.
5. Ownership of Data. Client owns all the data provided by Client and received from third
party contractors for Client. Brycer shall maintain appropriate administrative, physical and technical
safeguards for protection of the security, confidentiality and integrity of Client’s data.
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Please acknowledge your acceptance of this proposal and our standard Terms and Conditions by
counter-signing this proposal below. We look forward to a long-term and mutually beneficial relationship
with you.
Brycer, LLC
By:
Its: President
Acknowledged and Agreed to this
___ day of ___________, 20____:
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
CITY OF DENTON, TEXAS
BY: _____________________________
TODD HILEMAN
CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _______________________________
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Exhibit A
Terms and Conditions
Any capitalized terms not defined in these Terms and Conditions shall have the meaning assigned to it in that certain Letter Agreement
attached hereto by and between Brycer, LLC and Client (the “Agreement”).
1. Restrictions on Use. Client shall not copy, distribute, create derivative
works of or modify the Solution in any way. Client agrees that: (a) it
shall only permit its officers and employees (collectively, the
“Authorized Users”) to use the Solution for the benefit of Client; (b) it
shall use commercially reasonable efforts to prevent the unauthorized
use or disclosure of the Solution; (c) it shall not sell, resell, rent or lease
the Solution; (d) it shall not use the Solution to store or transmit
infringing or otherwise unlawful or tortious material, or to store or
transmit material in violation of third party rights; (e) it shall not
interfere with or disrupt the integrity or performance of the Solution or
third-party data contained therein; (f) it shall not reverse engineer,
translate, disassemble, decompile or otherwise attempt to create any
source code which is derived from the Solution (g) it shall not permit
anyone other than the Authorized Users to view or use the Solution and
any screen shots of the Solution and (h) it shall not disclose the features
of the Solution to anyone other than the Authorized Users. Client is
responsible for all actions taken by Authorized Users in connection
with the Solution.
2. Proprietary Rights. All right, title and interest in and to the Solution,
the features of the Solution and images of the Solution as well any and
all derivative works or modifications thereof (the “Derivative Works”),
and any accompanying documentation, manuals or other materials
used or supplied under this Agreement or with respect to the Solution
or Derivative Works (the “Documentation”), and any reproductions
works made thereof, remain with Brycer. Client shall not remove any
product identification or notices of such proprietary rights from the
Solution. Client acknowledges and agrees that, except for the limited
use rights established hereunder, Client has no right, title or interest in
the Solution, the Derivative Works or the Documentation.
3. Independent Contractor. Nothing in the Agreement may be construed
or interpreted as constituting either party hereto as the agent, principal,
employee or joint venturer of the other. Brycer is an independent
contractor. Neither Client and Brycer may assume, either directly or
indirectly, any liability of or for the other party. Neither party has the
authority to bind or obligate the other party and neither party may
represent that it has such authority.
4. Reservation of Rights. Brycer reserves the right, in its sole discretion
and with prior notice to Client, to discontinue, add, adapt, or otherwise
modify any design or specification of the Solution and/or Brycer’s
policies, procedures, and requirements specified or related hereto. All
rights not expressly granted to Client are reserved to Brycer, including
the right to provide all or any part of the Solution to other parties.
5. Use of Logos. During the term of this Agreement, Brycer shall have
the right to use Client’s logos for the purpose of providing the Solution
to Client.
6. Mutual Confidentiality. In order to provide the deliverables to the City,
both parties may require access to certain of the other party’s
confidential information (including inventions, employee information,
trade secrets, confidential know-how, confidential business
information, and other information which either party considers
confidential which, for avoidance of doubt, includes computer
programs, software, screen shots, flowcharts, diagrams, manuals,
schematics, designs and specifications) (collectively, “Confidential
Information”). Both parties acknowledge and agree that the
Confidential Information is the valuable property and any unauthorized
use, disclosure, dissemination, or other release of the Confidential
Information will substantially injure the City, its licensors, and/or the
Brycer. Both parties (including its employees, subcontractors, agents,
or representatives) agree that they will maintain the Confidential
Information in strict confidence and shall not disclose, disseminate,
copy, divulge, or recreate the Confidential Information without the
prior written consent of the disclosing party or in a manner not
expressly permitted under this Agreement, unless the Confidential
Information is required to be disclosed by law or an order of any court
or other governmental authority with proper jurisdiction, provided the
receiving party promptly notifies the disclosing party before disclosing
such information so as to permit the disclosing party reasonable time
to seek an appropriate protective order. Both parties agree to use
protective measures no less stringent than each uses within their own
business to protect its own most valuable information, which protective
measures shall under all circumstances be at least reasonable measures
to ensure the continued confidentiality of the Confidential Information.
Brycer acknowledges that the City of Denton must strictly comply with
the Public Information Act, Chapter 552, Texas Government Code in
responding to any request for public information related to this
Agreement. This obligation supersedes any conflicting provisions of
this Agreement. Any portions of material claimed by Brycer to be
proprietary must be clearly marked as such. Determination of the
public nature of the material is subject to the Texas Public Information
Act, chapter 552, and Texas Government Code. Brycer and Client
acknowledge and agree that in providing the Solution, Brycer and
Client, as the case may be, may disclose to the other party certain
confidential, proprietary trade secret information ("Confidential
Information"). Confidential Information may include, but is not
limited to, the Solution, computer programs, flowcharts, diagrams,
manuals, schematics, development tools, specifications, design
documents, marketing information, financial information or business
plans. Each party agrees that it will not, without the express prior
written consent of the other party, disclose any Confidential
Information or any part thereof to any third party. Notwithstanding the
foregoing, the parties acknowledge that Client and Brycer shall be
permitted to comply with any all federal and state laws concerning
disclosure provided that any such required disclosure will not include
any of Brycer’s screen shots. The disclosing party shall provide prior
written notice of any required disclosure of the nondisclosing party’s
Confidential Information to the nondisclosing party and shall disclose
only the information that is required to be disclosed by law. In the
event that Client requests from Brycer any reports or other information
for purposes of complying with federal and state disclosure laws,
Brycer shall provide such information within five business day
following such request. Confidential Information excludes
information: (a) that is or becomes generally available to the public
through no fault of the receiving party; (b) that is rightfully received by
the receiving party from a third party without limitation as to its use;
or (c) that is independently developed by receiving party without use
of any Confidential Information. At the termination of this Agreement,
each party will return the other party all Confidential Information of
the other party. Each party also agrees that it shall not duplicate,
translate, modify, copy, printout, disassemble, decompile or otherwise
tamper with any Confidential Information of the other party or any
firmware, circuit board or software provided therewith.
7. Brycer Warranty. Brycer represents and warrants to Client that Brycer
has all rights necessary in and to any patent, copyright, trademark,
service mark or other intellectual property right used in, or associated
with, the Solution, and that Brycer is duly authorized to enter into this
Agreement and provide the Solution to Client pursuant to this
Agreement.
8. Disclaimer. All information entered into Brycer’s database is produced
by third party inspectors and their agents. THEREFORE, BRYCER
SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR
WARRANTY AS TO THE ACCURACY OR COMPLETENESS
OF ANY INFORMATION ENTERED INTO BRYCER’S
DATABASE BY EITHER CLIENT OR THIRD PARTY
INSPECTORS. EXCEPT AS SET FORTH IN SECTION 7,
BRYCER MAKES NO OTHER WARRANTY, EXPRESS OR
IMPLIED, WITH RESPECT TO THE SOLUTION OR ANY
OTHER INFORMATION AND ALL OTHER WARRANTIES,
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WHETHER EXPRESS OR IMPLIED, ARE HEREBY
DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. BRYCER'S SOLE
LIABILITY FOR BREACH OF THE REPRESENTATION AND
WARRANTY SET FORTH IN SECTION 7, AND CLIENT'S
SOLE REMEDY, SHALL BE THAT BRYCER SHALL
INDEMNIFY AND HOLD RECIPIENT HARMLESS FROM
AND AGAINST ANY LOSS, SUIT, DAMAGE, CLAIM OR
DEFENSE ARISING OUT OF BREACH OF THE
REPRESENTATION AND WARRANTY.
9. LIMITATION ON DAMAGES. BRYCER SHALL ONLY BE
LIABLE TO CLIENT FOR DIRECT DAMAGES PURSUANT
TO THE AGREEMENT.
10. Risks Inherent to Internet. Client acknowledges that: (a) the Internet is
a worldwide network of computers, (b) communication on the Internet
may not be secure, (c) the Internet is beyond the control of Brycer, and
(d) Brycer does not own, operate or manage the Internet. Client also
acknowledges that there are inherent risks associated with using the
Solution, including but not limited to the risk of breach of security, the
risk of exposure to computer viruses and the risk of interception,
distortion, or loss of communications. Client assumes these risks
knowingly and voluntarily releases Brycer from all liability from all
such risks. Not in limitation of the foregoing, Client hereby assumes
the risk, and Brycer shall have no responsibility or liability of any kind
hereunder, for: (1) errors in the Solution resulting from misuse,
negligence, revision, modification, or improper use of all or any part of
the Solution by any entity other than Brycer or its authorized
representatives; (2) any version of the Solution other than the then-
current unmodified version provided to Client; (3) Client's failure to
timely or correctly install any updates to the Client Access Software;
(4) problems caused by connecting or failure to connect to the Internet;
(5) failure to provide and maintain the technical and connectivity
configurations for the use and operation of the Solution that meet
Brycer’s recommended requirements; (6) nonconformities resulting
from or problems to or caused by non-Brycer products or services; or
(7) data or data input, output, accuracy, and suitability, which shall be
deemed under Client’s exclusive control.
11. Indemnity. BRYCER (THE “INDEMNIFYING PARTY”) WILL
DEFEND AND INDEMNIFY CLIENT AGAINST ANY
DAMAGES, LOSSES, LIABILITIES, CAUSES OF ACTION,
COSTS OR EXPENSES ARISING FROM BRYCER’S BREACH
OF THIS AGREEMENT, NEGLIGENCE OR INTENTIONAL
MISCONDUCT. To the extent authorized by the laws of the State of
Texas Client will defend and indemnify Brycer against any damages,
losses, liabilities, costs or expenses (including reasonable attorneys’
fees) arising from Client’s breach of this Agreement, gross negligence
or intentional misconduct. Client acknowledges that Brycer does not
create any of the data and information included in the Solution and is
not responsible for and does not assess or make any suggestions or
recommendations with respect to any such data or information. .
12. Breach. Brycer shall have the right to terminate or suspend this
Agreement, and all of Client’s rights hereunder, immediately upon
delivering written notice to Client detailing Client’s breach of any
provision of this Agreement. If Client cures such breach within 5 days
of receiving written notice thereof, Brycer shall restore the Solution
and Client shall pay any fees or costs incurred by Brycer in connection
with the restoration of the Solution.
13. Illegal Payments. Client acknowledges and agrees that it has not
received or been offered any illegal or improper bribe, kickback,
payment, gift or anything of value from any employee or agent of
Brycer in connection with the Agreement.
14. Beneficiaries. There are no third party beneficiaries to the Agreement.
15. Force Majeure. Neither party shall be responsible for any failure to
perform due to unforeseen, non-commercial circumstances beyond its
reasonable control, including but not limited to acts of God, war, riot,
embargoes, acts of civil or military authorities, fire, floods,
earthquakes, blackouts, accidents, or strikes. In the event of any such
delay, any applicable period of time for action by said party may be
deferred for a period of time equal to the time of such delay, except
that a party's failure to make any payment when due hereunder shall
not be so excused.
16. Notices. All notices required in the Agreement shall be effective: (a)
if given personally, upon receipt; (b) if given by facsimile or electronic
mail, when such notice is transmitted and confirmation of receipt
obtained; (c) if mailed by certified mail, postage prepaid, to the last
known address of each party, three business days after mailing; or (d)
if delivered to a nationally recognized overnight courier service, one
business day after delivery.
17. JURISDICTION AND VENUE. THE AGREEMENT SHALL BE
GOVERNED BY, CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, AND ENFORCEABLE UNDER, THE
LAWS OF THE STATE IN WHICH CLIENT EXISTS APPLICABLE
TO CONTRACTS MADE IN SUCH STATE AND THAT ARE TO
BE WHOLLY PERFORMED IN SUCH STATE WITHOUT
REFERENCE TO THE CHOICE-OF-LAW PRINCIPLES OF SUCH
STATE. THE PARTIES IRREVOCABLY AGREE THAT ALL
ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR
RESPECT ARISING OUT OF OR FROM OR RELATED TO THE
AGREEMENT SHALL BE LITIGATED ONLY IN COURTS
LOCATED WITHIN THE STATE IN WHICH CLIENT EXISTS.
THE PARTIES HEREBY CONSENT AND SUBMIT TO THE
EXCLUSIVE JURISDICTION OF ANY LOCAL, STATE OR
FEDERAL COURT LOCATED WITHIN SAID STATE. THE
PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO
TRANSFER OR CHANGE VENUE OF ANY SUCH ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT. .
18. Entire Agreement. The Agreement sets out the entire agreement
between the parties relative to the subject matter hereof and supersedes
all prior or contemporaneous agreements or representations, oral or
written.
19. Amendment. The Agreement may not be altered or modified, except
by written amendment which expressly refers to the Agreement and
which is duly executed by authorized representatives of both parties.
The waiver or failure by either party to exercise or enforce any right
provided for in the Agreement shall not be deemed a waiver of any
further right under the Agreement. Any provision of the Agreement
held to be invalid under applicable law shall not render the Agreement
invalid as a whole, and in such an event, such provision shall be
interpreted so as to best accomplish the intent of the parties within the
limits of applicable law. The Agreement may be executed by facsimile
and in counterparts, each of which shall be deemed an original, and all
of which together shall constitute one and the same instrument.
20. Expiration. The rights and obligations contained in these Terms and
Conditions shall survive any expiration or termination of the
Agreement.
21. Insurance. During the performance of this Agreement, Brycer
shall maintain insurance in compliance with the requirements of Exhibit C
which is attached hereto and made a part of this Agreement as if written word
for word herein.
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Exhibit B
Maintenance Schedule and Minimum Service Levels
1. Uptime and Maintenance.
The Solution shall be available 24 hours per day during the term of this Agreement. The
Solution shall be fully functional, timely and accessible by Client at least 99.5% of the time
or better and Brycer shall use reasonable efforts to provide Client with advance notice of
any unscheduled downtime.
2. Response Time.
Brycer shall respond to telephone calls from Client within two hours of the call and/or
message and all emails from Client within two hours of the receipt of the email.
3. Customer Support
Customer support hours are 24/7/365. The toll free number is 1-855-279-2371
Brycer will assign client a dedicated customer representative with direct access to their
email and work number.
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Exhibit C
INSURANCE REQUIREMENTS AND WORKERS’
COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations,
which the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the
Contractor shall provide and maintain until the contracted work has been completed
and accepted by the City of Denton, Owner, the minimum insurance coverage as
indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of
insurance including any applicable addendum or endorsements, containing the
contract number and title of the project. Contractor may, upon written request to
the Purchasing Department, ask for clarification of any insurance requirements at
any time; however, Contractor shall not commence any work or deliver any material
until he or she receives notification that the contract has been accepted, approved,
and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements
shall comply with the following general specifications, and shall be maintained in
compliance with these general specifications throughout the duration of the
Contract, or longer, if so noted:
Each policy shall be issued by a company authorized to do business in the State of
Texas with an A.M. Best Company rating of at least A o r b e t t e r .
Any deductibles or self-insured retentions shall be declared in the proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or self-
insured retentions with respect to the City, its officials, agents, employees and
volunteers; or, the contractor shall procure a bond guaranteeing payment of losses
and related investigations, claim administration and defense expenses.
Liability policies shall be endorsed to provide the following:
Name as Additional Insured the City of Denton, its Officials, Agents,
Employees and volunteers.
That such insurance is primary to any other insurance available to the
Additional Insured with respect to claims covered under the policy and that
this insurance applies separately to each insured against whom claim is
made or suit is brought. The inclusion of more than one insured shall not
operate to increase the insurer's limit of liability.
Provide a Waiver of Subrogation in favor of the City of Denton, its officials,
agents, employees, and volunteers.
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Cancellation: City requires 30 day written notice should any of the
policies described on the certificate be cancelled or materially changed
before the expiration date.
Should any of the required insurance be provided under a claims made form,
Contractor shall maintain such coverage continuously throughout the term of this
contract and, without lapse, for a period of three years beyond the contract
expiration, such that occurrences arising during the contract term which give rise
to claims made after expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or legal
defense costs to be included in the general annual aggregate limit, the Contractor
shall either double the occurrence limits or obtain Owners and Contractors
Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this contract,
effective as of the lapse date. If insurance is not reinstated, City may, at its sole
option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be
maintained in compliance with these additional specifications throughout the
duration of the Contract, or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policyshall be written on an occurrence basis either in a single policy or in acombination of underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is
d Coverage A shall include premises, operations, products, and
completed operations, independent contractors, contractual liability
covering this contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current
Edition and ISO Form GL 0404) is used, it shall include at least:
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Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering
this contract, personal injury liability and broad form property damage
liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a
combination of basic and umbrella or excess policies. The policy will include bodily
injury and property damage liability arising out of the operation, maintenance and
use of all automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned hired and non-owned autos.
[X] Workers’ Compensation Insurance
Contractor shall purchase and maintain Workers’ Compensation insurance which,
in addition to meeting the minimum statutory requirements for issuance of such
insurance, has Employer's Liability limits of at least $100,000 for each accident,
$100,000 per each employee, and a $500,000 policy limit for occupational
disease. The City need not be named as an "Additional Insured" but the insurer
shall agree to waive all rights of subrogation against the City, its officials, agents,
employees and volunteers for any work performed for the City by the Named
Insured. For building or construction projects, the Contractor shall comply with the
provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code
and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission
(TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution
of the work under this contract, an Owner's and Contractor's Protective Liability
insurance policy naming the City as insured for property damage and bodily injury
which may arise in the prosecution of the work or Contractor's operations under this
contract. Coverage shall be on an “occurrence" basis and the policy shall be issued
by the same insurance company that carries the Contractor's liability insurance.
Policy limits will be at least $500,000.00 combined bodily injury and property
damage per occurrence with a $1,000,000.00 aggregate.
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[ ] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable
to the contractor or if a contractor leases or rents a portion of a City building. Limits
of not less than N/A each occurrence are required.
[ ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim
with respect to negligent acts, errors or omissions in connection with professional
services is required under this Agreement.
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall
be provided. Such policy shall include as "Named Insured" the City of Denton and
all subcontractors as their interests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000.00 to cover all hazards
contemplated by this contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may
be provided by a Rigger’s Liability endorsement on the existing CGL coverage;
through and Installation Floater covering rigging contractors; or through ISO form
IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the
limits provided by the CGL coverage
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery
inside/outside the premises, burglary of the premises, and employee fidelity.
The employee fidelity portion of this coverage should be written on a “blanket”
basis to cover all employees, including new hires. This type insurance should be
required if the contractor has access to City funds. Limits of not less than $
each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous
contracts and specific service agreements. If such additional insurance is required
for a specific contract, that requirement will be described in the "Specific
Conditions" of the contract specifications.
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ATTACHMENT
1
[ ] Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's
employees providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed
and accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) -
includes all persons or entities performing all or part of the services the
contractor has undertaken to perform on the project, regardless of whether that
person contracted directly with the contractor and regardless of whether that
person has employees. This includes, without limitation, independent
contractors, subcontractors, leasing companies, motor carriers, owner-
operators, employees of any such entity, or employees of any entity which
furnishes persons to provide services on the project. "Services" include,
without limitation, providing, hauling, or delivering equipment or materials, or
providing labor, transportation, or other service related to a project. "Services"
does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of
classification codes and payroll amounts and filing of any overage
agreements, which meets the statutory requirements of Texas Labor Code,
Section 401.011(44) for all employees of the Contractor providing services on
the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental
entity prior to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage
ends during the duration of the project, the contractor must, prior to the end of
the coverage period, file a new certificate of coverage with the governmental
entity showing that coverage has been extended.
[Type here] [Type here] Page | 12
E. The contractor shall obtain from each person providing services on a project,
and provide to the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the
project, so the governmental entity will have on file certificates of
coverage showing coverage for all persons providing services on the
project; and
2. no later than seven days after receipt by the contractor, a new certificate
of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of
the project.
F. The contractor shall retain all required certificates of coverage for the duration
of the project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail
or personal delivery, within 10 days after the contractor knew or should have
known, of any change that materially affects the provision of coverage of any
person providing services on the project.
H. The contractor shall post on each project site a notice, in the text, form and
manner prescribed by the Texas Workers' Compensation Commission,
informing all persons providing services on the project that they are required
to be covered, and stating how a person may verify coverage and report lack
of coverage.
I. The contractor shall contractually require each person with whom it contracts
to provide services on a project, to:
1. provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any coverage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all of
its employees providing services on the project, for the duration of the
project;
2. provide to the contractor, prior to that person beginning work on the project,
a certificate of coverage showing that coverage is being provided for all
employees of the person providing services on the project, for the duration
of the project;
3. provide the contractor, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the duration
of the project;
2237531/5/13399.000
4. obtain from each other person with whom it contracts, and provide to the
contractor:
a. a certificate of coverage, prior to the other person beginning work on the
project; and
b. a new certificate of coverage showing extension of coverage, prior to the end
of the coverage period, if the coverage period shown on the current certificate
of coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the project
and for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on
the project; and
7. Contractually require each person with whom it contracts, to perform as required
by paragraphs (1) - (7), with the certificates of coverage to be provided to the
person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all
employees of the contractor who will provide services on the project will be covered
by workers' compensation coverage for the duration of the project, that the
coverage will be based on proper reporting of classification codes and payroll
amounts, and that all coverage agreements will be filed with the appropriate
insurance carrier or, in the case of a self-insured, with the commission's Division of
Self-Insurance Regulation. Providing false or misleading information may subject
the contractor to administrative penalties, criminal penalties, civil penalties, or other
civil actions.
K. The contractor’s failure to comply with any of these provisions is a breach of contract
by the contractor which entitles the governmental entity to declare the contract void
if the contractor does not remedy the breach within ten days after receipt of notice of
breach from the governmental entity.
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
" # ! ( $ "%# ## (" $ # !' $ (
&" $ "
$
Certificate Of Completion
Envelope Id: A274BD2273E6436DA543997247B926B5 Status: Completed
Subject: Please DocuSign: City Council Contract 7372-Compliance Engine
Source Envelope:
Document Pages: 15 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 2 Crystal Westbrook
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
crystal.westbrook@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
6/17/2020 9:11:49 AM
Holder: Crystal Westbrook
crystal.westbrook@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Crystal Westbrook
crystal.westbrook@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 6/17/2020 9:17:15 AM
Viewed: 6/17/2020 9:18:38 AM
Signed: 6/17/2020 9:19:56 AM
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: 6/17/2020 9:19:58 AM
Viewed: 6/17/2020 9:28:29 AM
Signed: 6/17/2020 10:25:24 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: 198.49.140.104
Sent: 6/17/2020 10:25:26 AM
Viewed: 6/19/2020 4:58:05 PM
Signed: 6/19/2020 5:05:09 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Matt Rice
mrice@mybrycer.com
President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 104.179.224.188
Sent: 6/19/2020 5:05:12 PM
Viewed: 6/22/2020 10:12:23 AM
Signed: 6/22/2020 10:25:51 AM
Electronic Record and Signature Disclosure:
Accepted: 6/22/2020 10:12:23 AM
ID: 1928a9a4-132f-4655-bf02-1a96253bc208
Signer Events Signature Timestamp
Kenneth Hedges
kenneth.Hedges@cityofdenton.com
Kire Chief
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 47.38.242.36
Sent: 6/22/2020 10:25:54 AM
Viewed: 6/22/2020 11:03:52 AM
Signed: 6/22/2020 11:04:27 AM
Electronic Record and Signature Disclosure:
Accepted: 6/22/2020 11:03:52 AM
ID: d8cb9170-be61-49a2-b41b-c4f7d0d1925e
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 6/22/2020 11:04:30 AM
Viewed: 7/22/2020 8:56:28 AM
Signed: 7/22/2020 8:56:57 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Kodd Hileman
Kodd.Hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.186.196.49
Sent: 7/22/2020 8:57:01 AM
Viewed: 7/22/2020 10:48:29 AM
Signed: 7/22/2020 10:48:34 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
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 7/22/2020 10:48:38 AM
Viewed: 7/22/2020 12:33:37 PM
Signed: 7/22/2020 12:34:28 PM
Electronic Record and Signature Disclosure:
Accepted: 7/22/2020 12:33:37 PM
ID: ab0d0dbf-e5cc-4f38-a1c3-cdfc50380284
In Ierson Signer Events Signature Timestamp
Editor DeliverI Events Status Timestamp
Igent DeliverI Events Status Timestamp
IntermediarI DeliverI Events Status Timestamp
CertiIied DeliverI Events Status Timestamp
CarIon CopI Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 6/17/2020 9:19:58 AM
Electronic Record and Signature Disclosure:
CarIon CopI Events Status Timestamp
Not Offered via DocuSign
Sherri Khurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 6/22/2020 11:04:31 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Kolaina Parker
Kolaina.Parker@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 7/22/2020 12:34:31 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lindsey Karrison
lindsey.garrison@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 7/22/2020 12:34:32 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Iitness Events Signature Timestamp
IotarI Events Signature Timestamp
Envelope SummarI Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/22/2020 12:34:32 PM
Certified Delivered Security Checked 7/22/2020 12:34:32 PM
Signing Complete Security Checked 7/22/2020 12:34:32 PM
Completed Security Checked 7/22/2020 12:34:32 PM
IaIment 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
you certain written notices or disclosures. Described below are the terms and conditions for
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Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
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All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
" "# ! !# "
"! " "" "! ! !
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
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
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To request delivery from us of paper copies of the notices and disclosures previously provided
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To inform us that you no longer want to receive future notices and disclosures in electronic
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