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7464 - Contract Executed - Rush Truck Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 9F2FDA71-E890-44DE-9733-49F93E5C7643 Heavy Truck Rental 7464 Yes Cori Power RFP January 12, 2021 January 12, 2026 21-021 Contract # 7464 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND RUSH TRUCK LEASING, INC. (CONTRACT 7464) THIS CONTRACT is made and entered into this date ______________________, by and between Rush Truck Leasing, Inc., a Delaware Corporation, whose address is 8810 IH-10 East, San Antonio, Texas 78219, 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 IFB 7464-Heavy Truck Rental, 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) Contractor’s Rental Terms and Conditions (Exhibit “B”); (c) City of Denton’s IFB 7464 (Exhibit “C” on File at the Office of the Purchasing Agent); (d) Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor’s Proposal (Exhibit "F"); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel 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. DocuSign Envelope ID: 9F2FDA71-E890-44DE-9733-49F93E5C7643 01/12/2021 Contract # 7464 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 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. SUPPLIER BY: ______________________________ AUTHORIZED SIGNATURE Printed Name: ________________________ Title: ____________________________ ____________________________________ PHONE NUMBER ____________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 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: _______________________________ 1295 CERTIFICATE NUMBER 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: 9F2FDA71-E890-44DE-9733-49F93E5C7643 Bill Spradling SpradlingB@RushEnterprises.Com Spradlingb@rushenterprises.com Director of Specialty Markets 830-302-5280 ethan cox Public Works General Manager of Public Works Contract # 7464 Exhibit A Special Terms and Conditions 1. Total Contract Amount Rush Truck Leasing, Inc., is awarded as the primary contractor for Sections A - Refuse Trucks and pricing shall be per Exhibit F attached. Rush Truck Leasing, Inc., is awarded as the secondary contractor for Sections B - Utility Knuckle Boom/Crane and pricing shall be per Exhibit F attached. The secondary contractor serves in a backup capacity only and calling upon the secondary contractor does not affect the contract of any other awarded vendor. The cumulative contract for primary, secondary, and tertiary contractors for contract 7464 shall not exceed $450,000. The primary contractor is expected respond to initial contact* within 4 hours during normal business hours. Normal business hours are Monday – Friday 7am- 4pm. If no response is received by the City from primary contractor within 4 hours from initial contact, the City has the right to call the secondary contractor. Secondary contractor must also respond to initial contact within 4 hours. The secondary contractor will be contacted if the primary contractor fails to respond as requested. Secondary contractor must respond to initial contact* within 4 hours during normal business hours. Normal business hours are Monday – Friday 7am- 4pm. If no response is received by the City from secondary contractor within 4 hours from initial contact, the City has the right to call the tertiary contractor. Response time** for delivery of requested equipment is not to exceed 2 business days from initial contact for request. If contractor is not able to meet delivery deadline or the time constraints, the City has the right to contact the secondary or tertiary contractor. Calling upon a secondary or tertiary contractor does not affect the contract with the primary contractor. *Initial Contact: The first phone call placed, or email sent from the City to the contractor. **Response time: Time elapsed between initial contact from the City and the time contractor must be on-site working. 2. Contract Terms The contract term will be three (3) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de-escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S DocuSign Envelope ID: 9F2FDA71-E890-44DE-9733-49F93E5C7643 Contract # 7464 Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. In the event of a conflict between the PPI and manufacturer published pricing list (e.g., PPI goes down but manufacturer list pricing goes up), the change in the manufacturer published pricing list will control. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. DocuSign Envelope ID: 9F2FDA71-E890-44DE-9733-49F93E5C7643 Contract # 7464 Exhibit B RUSH MASTER LEASE/RENTAL AGREEMENT This Master Lease/Rental Agreement (this “Agreement”), is made between Rush Truck Leasing, Inc., a Delaware corporation, with offices at 8810 IH-10 East, San Antonio, Texas 78219 (“Owner”), and City of Denton, whose address is 215 E. McKinney St., Denton, TX 76201 (“Customer”). W I T N E S S E T H: WHEREAS, Owner is the owner of certain equipment and is engaged in the business of leasing/renting such equipment; and WHEREAS, Customer desires to lease/rent certain equipment for commercial use; NOW THEREFORE, in consideration of the following mutual promises and covenants, Customer and Owner hereby agree as follows: 1. DESCRIPTION OF LEASED/RENTED EQUIPMENT. Owner agrees to lease/rent to Customer, and Customer agrees to lease/rent from Owner the equipment described on the attached Schedule(s), as amended and/or supplemented from time to time, executed by Customer and Owner and made part of this Agreement (individually, an “item of Equipment” and collectively, the “Equipment”). 2. TERM; CHARGES. The Agreement shall become effective with respect to each item of Equipment on the date such item of Equipment is delivered by Owner to Customer, and shall continue for the term specified on the applicable attached Schedule(s) unless terminated earlier as provided hereinafter. In consideration for the lease/rental by Owner to Customer of the Equipment, Customer agrees to pay base lease/rental payments and other charges as specified on the applicable attached Schedule(s) and in this Agreement. 3. ACCEPTANCE AND INSPECTION. By accepting delivery of any item of Equipment, Customer acknowledges and accepts the warranty and limitations with respect thereto as set forth in Paragraph 4 and Paragraph 5, respectively, and further acknowledges and represents that Customer has 48 hours to inspect each item of Equipment and conclude whether it is in proper operating or serviceable condition and that it has been selected by Customer as adequate and sufficient for Customer’s intended uses. Customer is responsible to provide all O.S.H.A., federal, and state required safety equipment. Customer assumes all responsibility for the care and use of each item of Equipment and agrees to pay to Owner, in addition the base rental payments and all other amounts required to be paid to Owner hereunder, an amount equal to all damages to and losses with respect to any item of Equipment. 4. WARRANTY. OWNER LEASES/RENTS EACH ITEM OF EQUIPMENT TO CUSTOMER “AS IS” AND MAKES NO WARRANTIES REGARDING ANY ITEM OF EQUIPMENT (INCLUDING, WITHOUT LIMITATION, (a) THE BODY, ENGINE, TRANSMISSION, DRIVETRAIN, AND ANY OTHER MECHANICAL PART OF ANY ITEM OF EQUIPMENT, (b) THE ELECTRICAL SYSTEM OF ANY ITEM OF EQUIPMENT, (c) ANY ACCESSORIES ON ANY ITEM OF EQUIPMENT AND (d) ANY OPTION ON ANY ITEM OF EQUIPMENT), WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION PERFORMANCE GUARANTIES AND IMPLIED WARRANTIES OF MERCHANTABILITIY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY EXCLUDED. Owner shall not be liable for any direct, indirect, incidental or consequential damages or losses resulting from the operation or use of any item of Equipment, including, without limitation, damages for loss of business profits or business interruption. In addition, Owner shall not be responsible for any loss, damage or claim caused by or attributable to any defect or deficiency in any item of Equipment whether arising out of such item of Equipment’s manufacture, design or otherwise. Customer agrees that Owner does not guarantee performance of any item of Equipment and Customer hereby waives and releases Owner from any losses or claims due to the non -performance of any item of Equipment, the inability of any item of Equipment to perform a task, repair time required for any item of Equipment and/or any other cause. DocuSign Envelope ID: 9F2FDA71-E890-44DE-9733-49F93E5C7643 01/01/2021 Contract # 7464 5. LIMITATION OF LIABILITY. OWNER’S LIABILITY WHETHER IN CONTRACT OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT AND/OR ANY ITEM OF EQUIPMENT SHALL IN NO EVENT EXCEED THE GREATER OF $100,000.00. 6. TAXES; LICENSES; PERMITS; RELATED FEES. Customer acknowledges that the base payments are exclusive of any federal, state, or local taxes and license or registration fees now in force or hereafter imposed, unless otherwise specified herein or on the attached Schedule(s). 7. MAINTENANCE; REPAIR; TIRE WEAR. Customer shall provide and pay for all gas, oil, anti-freeze fluid, lubrication and routine servicing for each item of Equipment. Subject to reasonable and normal wear and tear, unless otherwise stated in the attached Schedule(s), Customer shall keep each item of Equipment in good operating condition and repair and shall pay the costs of all repairs to each item of Equipment. All service and repairs shall be done when needed, but in any event no less often than as set forth in the owner’s manual for such item of Equipment, receipt of which owner’s manual is hereby acknowledged by Customer. Tread depth measurements of the Equipment’s tires shall be made and documented immediately prior to the delivery of the Equipment. All tire repair and servicing is the responsibility of Customer, unless otherwise stated on the attached Schedule(s). Customer shall provide to Owner a record of all the foregoing maintenance and repair. Customer agrees not to cause or permit any repairs or adjustments to any item of Equipment or to tamper with the governors on any item of Equipment. In all cases of defect or failure or when repairs are necessary, Customer shall notify Owner by the speediest means of communication available giving a description of the repairs needed and the location of the item of Equipment. Customer shall further abide by Owner’s directions concerning emergency repair service. Owner shall not be responsible for any repair of or service to any item of Equipment by a third party unless expressly authorized in advance by Owner. Upon return of each item of Equipment, in addition to the other amounts due hereunder, Customer shall be charged and agrees to pay charges for (a) any damage or loss, other than normal wear an d tear, to any item of Equipment, (b) excessive clean -up required for any item of Equipment, and (c) the cost of any fuel provided by Owner. 8. PURCHASE OF EQUIPMENT. If, but only if, specified on a Schedule, and further provided that Customer is not in default under this Agreement, Customer shall have the option to purchase the Equipment from Owner at the end of this Agreement at the purchase price stated on the Schedule. Customer shall notify the Owner sixty (60) days prior to the expiration of this Agreement if Customer desires to purchase the Equipment. If applicable, Owner shall deliver title to Customer within fifteen (15) business days after payment to Owner of the purchase price, plus taxes and all other debts of Customer due to Owner as s et forth herein. Customer shall have no interest in the Equipment as a result of this option until the exercise by Customer of the option and payment in full to Owner of all amounts due from Customer to Owner in connection with this Agreement. 9. INSURANCE. Customer shall bear the risk of loss and damage to the Equipment during the term of this Agreement and shall be fully responsible for the cost of, at Owner’s option, replacing or repairing any damage to any item of Equipment. The parties expressly agree that no provision of this Agreement is in any way intended to constitute a waiver by Customer of any immunities from suit or from liability that the Customer may have by operation of law. Customer s hall also be liable for all damages and injuries to persons and property involving any item of Equipment during the term of this Agreement. Customer is required to carry insurance of the following kinds and in the amounts specified for the term of this Agreement: (1) all risks of physical damage insurance (including collision, upset and overturn) on Equipment in an amount adequate to replace the Equipment with Owner named as Loss Payee, a Deductible not to exceed $2,500, and with the Waterborne Exclusion, Boom Overload Exclusion and Boom Exclusion deleted; (2) General Liability Insurance written on an Occurrence Form providing a Combined Single Limit of at least $5 million per occurrence for Bodily Injury and Property Damage ($1 million per occurrence for refuse equipment) with an Annual Aggregate of $10 million ($2 million Annual Aggregate for refuse equipment), with deductible amounts to be approved by Owner; (3) Automobile Liability Insurance providing a Combined Single Limit of at least $5 million per occurrence for Bodily Injury and Property Damage ($1 million per occurrence for refuse equipment) covering all Owned, Hired and Non-Owned Automobiles, with deductible amounts to be approved by Owner; (4) Workers’ Compensation Insurance providing Statutory Coverage for all employees in all states where the Customer operates or has employees with Employers’ Liability Insurance coverage limits of at least $1 million for Bodily Injury By Accident or Disease. When Equipment is being used at a petrochemical installation, the General and Automobile Liability Insurance limits must be increased to $10 million with a $20 million Annual Aggregate. Customer is required to provide Owner with evidence of such insurance satisfactory to Owner, in Owner's sole discretion. All liability policies, except Workers’ Compensation and Employers’ Liability, must be endorsed to name “Rush Enterprises, Inc. and its subsidiaries and its affiliates, successors and assigns, and PACCAR Leasing Company, as their interests may appear” as additional insureds (“Additional DocuSign Envelope ID: 9F2FDA71-E890-44DE-9733-49F93E5C7643 Contract # 7464 Insureds”). In addition, Customer, as well as any and all of Customer’s insurer(s) and or reinsurer(s), agree to waive any and all subrogation rights against Rush Enterprises, Inc. and its subsidiaries and affiliates. The Workers’ Compensation policy and all liability policies must be endorsed to include the waiver subrogation. Customer's insurers shall be obligated to give Owner 30 days’ prior written notice of their intent to cancel or alter Customer's insurance. Customer hereby authorizes Owner to receive or collect any money paid under the insurance policies, endorse checks and drafts relating to payment, cancel the insurance or settle or release any claim with respect to the insurance coverages. Regardless of whether or not the Equipment is insured, Customer shall pay the base rental payments for the Equipment during the term of this Agreement in the event the Equipment is lost, damaged or destroyed. EQUIPMENT INSURANCE AND/OR LIABILITY INSURANCE IS NOT PROVIDED BY OWNER. The City of Denton’s Certificate of Self-Insurance satisfies the requirements of this Section 9 and Customer will provide Owner a letter of self- insurance outlining the Customer’s decision to self-insure. 10. ACCIDENT REPORTING. Customer shall notify Owner within twenty-four (24) hours of any accident or occurrence involving any item of Equipment in which a person or property is, or is claimed to be, injured or damaged. 11. USE, LOCATION AND MARKING OF EQUIPMENT. Customer shall have the sole use, control and responsibility for each item of Equipment until it is returned to Owner. Customer hereby affirms that it is leasing/ renting each item of Equipment for a business, agricultural or commercial purpose and that no item of Equipment shall be used for personal, family or household uses. Customer shall obey all federal, state, and local laws and regulations in using each item of Equipment and shall only allow any item of Equipment to be used by competent and qualified personnel. Customer shall use each item of Equipment only in the state where it was titled and/or registered as of the commencement of this Agreement, unless (a) Owner gives Customer written permission to use it in another state, or (b) Customer’s use of any item of Equipment in another state is for not more than 30 days. In no event shall Customer transport or use any item of Equipment outside the United States of America without obtaining the prior written consent of Owner, which consent may be granted or withheld in Owner’s sole and absolute discretion. Customer shall not place any sign or mark on any item of Equipment without Owner’s consent and Customer shall pay the costs of removing the sign or markings and all needed repairs that are caused by such removal. 12. INDEMNITY. Solely to the extent permitted by and within the limits set forth in the constitution and laws of the state of Texas, Customer agrees to, indemnify, and hold Owner and its parent company, affiliates, officers, employees, agents and representatives harmless from and against any and all claims, causes of action, damages, demands, liabilities, and expenses of any kind documented to directly relate to or arise out of the possession, use, operation, control or storage of each item of Equipment, and/or contents thereof, covered by this Agreement, including, without limitation, any injury to persons and/or property. The provision of this Paragraph 12 shall survive expiration or termination of this Agreement. 13. TITLE AND OWNERSHIP. The Equipment shall at all times remain the property of Owner and Customer shall have no right or property interest therein during the term of this Agreement. Owner shall have the right to display notice of its ownership of the Equipment by affixing an identifying plate, stencil or other indicia of ownership on any item of Equipment. Customer shall not pledge, encumber or permit any lien to attach to any item of Equipment. 14. DEFAULT. Time is of the essence of this Agreement. The due dates for base payments and the performance of the other obligations of Customer under this Agreement are among its most crucial provisions. The occurrence of any of the following events shall constitute a default hereof: (a) Customer shall fail to pay on or before the due date the full amount of any payment (including, without limitation, any base payment), insurance premium or other obligation of Customer under this Agreement, (b) Customer shall fail to perform any other of Customer’s obligations under this Agreement, (c) Customer shall attempt to remove, sell, transfer, sublease, encumber, or otherwise transfer, dispose or part with possession of any item of Equipment without Owner’s prior written consent, (d) Customer shall make any false or misleading statement to Owner in connection with this Agreement, (e) any check, note or other instrument given for any payment under this Agreement, shall be dishonored when presented for payment, (f) Customer shall become insolvent or shall become the subject of a petition in bankruptcy, either voluntarily or involuntarily, or shall make an assignment for the benefit of creditors or shall be named or subjected to a suit for the appointment of a receiver, (g) any item of Equipment shall be seized or levied upon by reason of any legal or governmental process directed against Customer, (h) Owner shall reasonably deem any item of Equipment to be in danger of misuse, confiscation, damage or destruction or (i) Customer shall violate, neglect or fail to observe, keep or perform any covenant, agreement or stipulation to be observed, kept or performed by Customer under this Agreement. 15. REMEDIES. In the event of any default by Customer under this Agreement, Owner shall have all of the rights and remedies permitted pursuant to this Agreement and at law and in equity, including, without limitation, rights to repossess the Equipment, provided such DocuSign Envelope ID: 9F2FDA71-E890-44DE-9733-49F93E5C7643 Contract # 7464 repossession is undertaken in accordance with applicable law. Customer hereby expressly waives any rights it may have to possession of any item of Equipment after default. Customer agrees that any property, other than an item of Equipment, which is in or upon any item of Equipment at time of repossession may be taken and held without liability until its return is requested by Customer. Customer hereby acknowledges and agrees that any applicable standard of commercial reasonableness shall be satisfied if Owner sells or otherwise disposes of any item of Equipment by any method which is customarily used for similar items of Equipment, or which Owner has used or would use for similar items of Equipment owned solely by Owner, even if Customer believes or proves that a different method of disposition would have been more beneficial for Customer. Nothing herein contained shall require Owner to re -lease, re-rent, sell or otherwise dispose of any item of Equipment. Owner’s remedies are cumulative and may be exercised concurrently and repeatedly and the exercise of one remedy shall not be deemed an election of remedies. No waiver of a default is a waiver of any other default or subsequent breach of this Agreement by Customer. In addition to all other charges provided under this Agreement, Customer agrees to pay all removal, freight, storage, labor and other charges and costs insured by Owner as a result of Customer’s breach of this Agreement. 16. PAYMENT; DELIQUENCY CHARGES. Customer agrees to pay to Owner all base payments and other amounts set forth in this Agreement, including Schedule A, Schedule B or Schedule C, as applicable, without deduction or setoff. All base payments shall be invoiced in advance; provided, however, mileage and all charges other than fixed charges shall be invoiced in arrears. All payments shall be delivered to Owner at the address set forth above, or at such other address as may be designated in writing from time to time by Owner. All amounts due to Owner hereunder shall be paid within thirty (30) days after the receipt of the invoice. Customer acknowledges that Customer’s failure to timely pay all base payments or any other amounts which become owing to Owner during the term hereof shall cause Owner to incur costs not contemplated by this Agreement, the exact amount of which shall be difficult to ascertain. Such costs include, without limitation, processing and accounting charges. Accordingly, for each base payment or other amount due to Owner hereunder which is not paid within ten (10) days after it is due, Customer agrees to pay Owner a delinquency charge calculated thereon equal to the greater of (a) interest at the rate of one and one -half percent (1½ %) per month on such unpaid base payment or other amount due hereunder calculated from the d ay the same is due until Owner receives payment thereof or (b) five percent (5%) of such base payment or other amount due hereunder; provided, however, that in no event shall such delinquency charge exceed the maximum amount permitted by applicable law. Customer shall also pay all reasonable costs of collection, including attorney’s fees incurred by Owner in the collection of any amounts owing to Owner hereunder. 17. TERMINATION. Except as otherwise set forth herein, this Agreement shall terminate with respect to each item of Equipment upon the occurrence of all of the following events with respect to each item of Equipment: (a) the end of the term of this Agreement for such item of Equipment as stated on the attached Schedule(s), (b) the return of such item of Equipment to Owner, and (c) the payment by Customer of all amounts owed to Owner under this Agreement. Notwithstanding the foregoing, Owner may (i) immediately terminate this Agreement on written notice to Customer if Customer defaults under this Agreement and (ii) terminate this Agreement upon giving thirty (30) days’ prior written notice to Customer, at Owner’s sole and absolute discretion. 18. RETURN OF EQUIPMENT. Upon the expiration of this Agreement for any item of Equipment, Customer shall return, at Customer’s sole expense, such item of Equipment to Owner at the address shown above or as agreed to by both Parties. Unless stated otherwise on the attached Schedule(s), each item of Equipment shall be returned by Customer in the same condition as when received by Customer. Customer shall pay to Owner on demand, the cost of any repairs necessary to place any item of Equipment in the condition required by this Agreement. A recovery charge of $10.00 per mile shall be charged against and shall be paid by Customer if any item of Equipment is not returned by Customer at the termination of this Agreement. If Customer retains possession of any item of Equipment after the expiration of the term of this Agreement or the prior termination of this Agreement pursuant to Paragraph 15 or Paragraph 17, Customer shall continue to pay the base payments and other charges as set forth herein and on the attached Schedule(s). Acceptance of such base payments by Owner, however, shall not be deemed a renewal of this Agreement and Customer shall pay Owner any damages which Owner may incur because Customer fails to return any item of Equipment as required herein. 19. DEPOSITS. If Customer fails to pay any base payment or any other amount under this Agreement when due , Owner may use, apply and retain all or any portion of any of Customer’s deposits for payment or satisfaction of the amounts owed to Owner, or to DocuSign Envelope ID: 9F2FDA71-E890-44DE-9733-49F93E5C7643 Contract # 7464 compensate Owner for any loss or damage which Owner may suffer as a result of Customer’s default. Customer s hall continue to remain liable for any amounts due Owner hereunder after application of any deposit. 20. USE; ASSIGNMENT. This Agreement is between Owner and Customer alone and the Equipment must be used exclusively by Customer or Customer’s employees. This Agreement may not be assigned, or any item of Equipment subleased by Customer without Owner’s prior written consent. Owner may assign this Agreement and any or all base payments or other amounts payable by Customer hereunder. Upon notice of such assignment by Owner, Customer shall pay such amounts that are rightfully due and owing to the assignee. Owner may also execute any type of security instrument with respect to any item of Equipment and Customer’s rights shall be subordinate to the rights of the holder of such instrument. 21. NOTICES. All notices, demands, requests, base payments and other payments required to be made under this Agreement shall be in writing and shall be either delivered personally, or mailed, postage prepaid, to the address indicated above, or to such other addresses as either party may designate to the other by a written communication to the other party in accordance with this Paragraph 21. Notices shall be deemed effective on the day of delivery if delivered personally or on the fifth (5th) business day following mailing. 22. GOVERNING LAW; VENUE. This Agreement shall be governed by the laws of the State of Texas, exclusive of its conflict of law rules. The venue of any legal action to collect or enforce the obligations under this Agreement shall be in Denton County in the State of Texas. Any legal action regarding this equipment must be filed only in Denton County Texas. 23. ENTIRE AGREEMENT; SEVERABILITY. This Agreement and the Schedule(s) attached hereto, set forth all of the agreements of Owner and Customer for the lease/rental of each item of Equipment, and supersedes any and all prior understandings or agreements, both oral and/or written, between and among the parties respecting the Equipment. Except for taxes and insurance charges on Schedule A and/or Schedule B and/or Schedule C, as applicable, this Agreement and the attached Schedule(s) cannot be modified unless in a written statement signed by both parties. If any term, provision or agreement contained i n this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms, provisions and agreements shall in no way be affected, impaired or invalidated. The parties to this Agreement shall negotiate in good faith to agree on replacing any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision which, in effect, s hall, from an economic and legal perspective, most fairly approach the effect of such invalid, illegal, or unenforceable provision. 24. ATTORNEY’S FEES. In any claim, litigation, civil action or any other legal or administrative proceeding involving any controversy or claim between or among the parties to this Agreement (“Action”), whether initiated by Customer or Owner, where the Customer has a right, pursuant to statute, common law or otherwise, to recover reasonable attorneys’ fees and costs in the event it prevails, Customer agrees that Owner shall have the same right to recover reasonable attorneys’ fees and costs incurred in connection with the Action in the event that Owner prevails. NOTICE TO CUSTOMER (1) DO NOT sign this Agreement before you read all six (6) pages of it or if it has any blank spaces to be completed. (2) You have the right to a completed copy of this Agreement, (3) Customer states that Customer has read this Agreement and Schedule(s) attached hereto and has been given a complete and fully executed copy thereof at the time this Agreement has been executed by both Customer and Owner. DocuSign Envelope ID: 9F2FDA71-E890-44DE-9733-49F93E5C7643 Contract # 7464 CUSTOMER: OWNER: RUSH TRUCK LEASING, INC. By: By: (Signature) (Signature) Name: Name: (Type or Print) (Type or Print) Title: Title: (Type or Print) (Type or Print) Date: Date: (Type or Print) (Type or Print) DocuSign Envelope ID: 9F2FDA71-E890-44DE-9733-49F93E5C7643 CITY OF DENTON, TEXAS Bill Spradling Director of Specialty Markets 12/30/2020 Todd Hileman 1/13/2021 City Manager Contract # 7464 Exhibit D 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 or better. • 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. • 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, DocuSign Envelope ID: 9F2FDA71-E890-44DE-9733-49F93E5C7643 Contract # 7464 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 policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • 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. DocuSign Envelope ID: 9F2FDA71-E890-44DE-9733-49F93E5C7643 Contract # 7464 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 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. [ ] 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 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 DocuSign Envelope ID: 9F2FDA71-E890-44DE-9733-49F93E5C7643 Contract # 7464 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 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. DocuSign Envelope ID: 9F2FDA71-E890-44DE-9733-49F93E5C7643 Contract # 7464 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. 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 DocuSign Envelope ID: 9F2FDA71-E890-44DE-9733-49F93E5C7643 Contract # 7464 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; 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 DocuSign Envelope ID: 9F2FDA71-E890-44DE-9733-49F93E5C7643 Contract # 7464 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. DocuSign Envelope ID: 9F2FDA71-E890-44DE-9733-49F93E5C7643 Contract # 7464 Exhibit E 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: 9F2FDA71-E890-44DE-9733-49F93E5C7643 SECTION A: REFUSE TRUCKS A1 - ROLL OFF 66,000 GVWR, GALBREATH/GH HOIST OR EQUIVALENT $6,555.00 10%$500.00 $6,399.50 A2 - AUTOMATED SIDE LOAD $8,555.00 10%$500.00 $8,199.50 A3 - REAR LOAD $6,777.00 10%$500.00 $6,599.30 A4 - COMMERCIAL SIDE LOAD $8,333.00 10%$500.00 $7,999.70 A5 - BRUSH / GRAPPLE $6,100.00 10%$500.00 $5,990.00 SECTION B: UTILITY KNUCKLE BOOM/CRANE B1 - UTILITY KNUCKLE CRANE UNDER 20,000LB CAPACITY AT 20FT $7,222.00 10%$500.00 $6,999.80 B2 - UTILITY KNUCKLE CRANE, 20,000LB CAPACITY AT 20FT $11,111.00 10%$500.00 $10,499.90 B3 - UTILITY KNUCKLE CRANE, 40 TON Rush Truck Leasing, Inc. Sample Equipment Secondary Exhibit F No Bid Monthly Rental Discount % Applied Round Trip Delivery/Pickup Net Price Primary DocuSign Envelope ID: 9F2FDA71-E890-44DE-9733-49F93E5C7643 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: 9F2FDA71-E890-44DE-9733-49F93E5C7643 Rush Truck Leasing, Inc. G N/A N/A X X 12/30/2020 X X Certificate Of Completion Envelope Id: 9F2FDA71E89044DE973349F93E5C7643 Status: Completed Subject: Please DocuSign: City Council Contract 7464 - Rush Heavy Truck Rental Source Envelope: Document Pages: 21 Signatures: 8 Envelope Originator: Certificate Pages: 7 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 12/30/2020 2:13:39 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 12/30/2020 2:15:39 PM Viewed: 12/30/2020 2:15:57 PM Signed: 12/30/2020 2:17:29 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: 198.49.140.104 Sent: 12/30/2020 2:17:32 PM Viewed: 12/30/2020 3:20:45 PM Signed: 12/30/2020 3:21:14 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/30/2020 3:21:18 PM Viewed: 12/30/2020 3:28:34 PM Signed: 12/30/2020 3:32:52 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Bill Spradling SpradlingB@RushEnterprises.Com Director of Specialty Markets Rush Truck Centers of Texas, LP Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 98.6.155.178 Signed using mobile Sent: 12/30/2020 3:32:55 PM Viewed: 12/30/2020 4:18:44 PM Signed: 12/30/2020 4:23:39 PM Electronic Record and Signature Disclosure: Accepted: 12/30/2020 4:18:44 PM ID: 4e14d37c-8f5c-4d15-9395-b233d2b7fe96 Signer Events Signature Timestamp ethan cox ethan.cox@cityofdenton.com General Manager of Public Works Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.187.87.116 Sent: 12/30/2020 4:23:44 PM Viewed: 12/30/2020 4:27:55 PM Signed: 12/30/2020 4:28:10 PM Electronic Record and Signature Disclosure: Accepted: 8/7/2018 4:24:18 PM ID: feebacc3-151e-47bb-af6d-be8889ffcb35 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: 12/30/2020 4:28:14 PM Viewed: 1/13/2021 8:21:11 AM Signed: 1/13/2021 8:21:28 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign 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: 1/13/2021 8:29:35 AM Viewed: 1/13/2021 8:30:00 AM Signed: 1/13/2021 8:34:44 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: 107.77.200.71 Signed using mobile Sent: 1/13/2021 8:21:32 AM Resent: 1/13/2021 8:34:49 AM Viewed: 1/13/2021 9:20:29 AM Signed: 1/13/2021 9:20:40 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 City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 1/13/2021 9:20:44 AM Viewed: 1/13/2021 11:50:50 AM Signed: 1/13/2021 11:51:15 AM Electronic Record and Signature Disclosure: Accepted: 1/13/2021 11:50:50 AM ID: 6a85b501-8742-4aee-be78-a64eb330ec90 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 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/30/2020 2:17:32 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Michael Lyons LyonsM@RushEnterprises.com Associate General Counsel Rush Truck Centers of Ohio, Inc. Security Level: Email, Account Authentication (None) Sent: 12/30/2020 3:32:55 PM Viewed: 12/30/2020 3:33:53 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 12/30/2020 4:28:14 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 12/30/2020 4:28:14 PM Viewed: 12/30/2020 4:36:48 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 1/13/2021 11:51:19 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Terry Kader terry.kader@cityofdenton.com Fleet Services Superintendent City of Denton Security Level: Email, Account Authentication (None) Sent: 1/13/2021 11:51:19 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Hal Holloway hollowayh@rushenterprises.com Security Level: Email, Account Authentication (None) Sent: 1/13/2021 11:51:20 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 1/13/2021 11:51:20 AM 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 12/30/2020 2:15:39 PM Certified Delivered Security Checked 1/13/2021 11:50:50 AM Signing Complete Security Checked 1/13/2021 11:51:15 AM Completed Security Checked 1/13/2021 11:51:21 AM 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 you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Bill Spradling, ethan cox, 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 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 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.. 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