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Elec Substation Galvanized Tubular Steel Structures-5841-Award/Ordinance/Pricing Docusign City Council T ransmittal Coversheet File Name Purchasing Contact City Council Target Date Granicus # Ordinance # DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB RFP Karen Smith 5841 12/1/2015 Galvanized Tubular Steel Structures Contract 5841 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND TECHLINE, INC (RFP # 5841 ) THIS CONTRACT is made and entered into this date _______________________, by and between Techline, Inc a corporation, whose address is 5401 Martin Street, Ft. Worth, TX 76119 , hereinafter referred to as "Supplier ," 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 Den ton 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 produ cts in accordance with the City’s RFP # 5841 Electric Substation Galvanized Tubular Steel Structures , 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, or on file, and incorporated herein by reference: (a) Special Ter ms and Conditions (Exhibit “A”); (b) City of Denton’s RFP 5841 (Exhibit “B” o n file at the office of the Purchasing Agent ); (c) City of Denton Standard Terms and Conditions (Exhibit “C ”); (d) Supplier’s Proposal. (Exhibit "D "); (e) Form CIQ – Conflict of Interest Questionnaire (Exhibit "E") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions o f 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.” DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB December 15, 2015 Contract 5841 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: AUTHORIZED SIGNATURE Date: Name: Title: PHONE NUMBER FAX NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _____________________________ GEORGE C. CAMPBELL, CITY MANAGER BY: __________________________________ Date:________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _______________________________ DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Inside Sales Nathan Chan 817-561-9900 12/3/2015 817-561-9902 nathan.chan@techline-inc.com 1/7/2016 1/7/2016 Contract 5841 Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit D are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasing@cityofdenton.com , with the above file number in the subject line, for review. Products found to have changed specifications without notifica tion, and acceptance, will be returned at the supplier’s expense. Products that have been installed will be replaced at the supplier’s expense. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed prod ucts. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer’s representative as needed by the City. Contract Terms The contract term will be one (1) 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, unless either party notifies the other prior to the scheduled renewal date. 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. Price Escalation and De -escalation Contract p rices must be firm for a period of ninety days from date of contract award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Bureau of Labor Statistics, Producer Price Index (PPI) for Iron, Steel Pipe and Tube from purchased steel (PCU331210331210). The price will be increased or decreased based upon the monthly percentage change in the PPI. The escalation will be determined monthly. Should the PPI change exceed a minimum threshold v alue of +/-1%, then the stated eligible prices shall be adjusted in accordance with the PPI change. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration Performance Liquidated Damages - RFP 5582 - Exhibit 2, Section 18 Performance liquidated damages shall not exceed 2% of the total contract value. Total Contract Amount The contract total shall not exceed $1,84 0 ,000. Pricing shall be per Exhibit D attached. DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitatio n to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights -of -way. 1. CONTRACTOR’S OBLIGATIONS . The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECT IVE DATE/TERM . Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRAC TOR TO PACKAGE DELIVERABLES : The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specificat ions or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lo west transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PRO HIBITED : The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS : Title to and risk of loss of the deliverables shall pass to the City DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES : Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise s tated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be t hat set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION : The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to rej ect defective or non -conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor sha ll furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER : Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not ye t expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK : The City shall provide the Contractor access to the sites where the Cont ractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the servi ces, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of an y kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s fac ilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration : The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after Novem ber 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS : The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including bu t not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and agai nst all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applica ble standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq .) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq .). 12. INVOICES : A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a uniqu e invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department . Invoices shall be itemized and transportation charges, if any, shal l be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match t he information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time -sheets with trade l abor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the i nvoiced amount. DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 The City will furnish a tax exemption certificate upon request. 13. PAYMENT : A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the delivera bles or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If parti al shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non -conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contracto r is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attach ments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City m ay offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid s hall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES : All travel, lodging and per d iem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities whall not be reimbursed, unless ot herwise negotiated. 15. FINAL PAYMENT AND CLOSE -OUT : A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Mana ger no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arisin g from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT : If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT : A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, docu ments and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence p ertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an ov erpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure t o comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used a bove, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS : A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City wi th respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calend ar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion o f the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. r equire Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a na med insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all a cts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropria te share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE : A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competitio n, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of t he Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE : The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 liens, claims, security interests and encumbrances. The Contractor shall indemnify and h old the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES : The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmansh ip or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly id entified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shal l be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon recei pt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, inclu ding but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of w arranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming deliverables as required by the City, then in addition to any oth er available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon d emand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty f or the benefit of the City. 22. WARRANTY – SERVICES : The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accep ted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warra nties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. T he City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Con tract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE O F INCOMPLETE OR NON -CONFORMING DELIVERABLES : If, instead of requiring immediate correction or removal and replacement of defective or non - conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs , losses and damages attributable to the City’s evaluation of and determination to accept such defective or non -conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate t he City for the diminished value of the defective or non -conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE : Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding pa rty may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE : The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or loc al guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT : The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its mat erial obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice eff ective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such d efault does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including , without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post -judgment interest at the maximum lawful rate. Additionally, in the event of a default by the DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 Contractor, the City may remove the Contractor from the City ’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. T ERMINATION WITHOUT CAUSE : The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly ceas e all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delive red and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD : Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contr actor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS : A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the e xtent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necess ary to overcome the effect of such failure to perform. 31. INDEMNITY : A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including a ll reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non -conforming deliverab les, negligence, willful misconduct or a DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UND ER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE : The follow ing insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only . The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated a nd agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificat es of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Ins urance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors com mencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best rat ings of A - VII or better . The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well a s the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where t he City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amou nts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, l imitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the indus try or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contra ctor shall be responsible for premiums, deductibles and self -insured retentions, if any, stated in policies. All deductibles or self -insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the C ity thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are re quired minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS : If any claim, demand, suit, or ot her action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Stree t, Denton, Texas 76201. 34. NOTICES : Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 delivered three (3) business days after postmar ked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other c ommercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas St reet, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL : All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of su ch material claimed by the Contractor 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. 36. NO WARRANTY BY CITY AGAI NST INFRINGEMENTS : The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to t he ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and cos ts (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, licen se rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor ’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY : In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know -how, confidential business information, and other information whi ch the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclos ure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City 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 Contractor promptly notifies the City before disclosing such DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 information so as to permit the Cit y reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall und er all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES : The City shall own all rights, titles, and interests throughout the world in and to the de liverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, c ause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowled ge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their cre ation, such deliverables shall be considered as work made -for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint o wnership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for - hire, the Contractor hereby assigns to the City (and agrees to c ause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made -for -hire, the Contra ctor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work -made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, sp ecifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any simil ar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Parag raph 37 above. 39. PUBLICATIONS : All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING : The Contractor shall not advertise or publish, without the City’s prior DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES : The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide empl oyees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel t he Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES : The City may, by written notice to the Contractor, canc el the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Cont ract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS : No officer, employee, independent con sultant, or elected official of the City who is involved in the development, evaluation, or decision -making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation . Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR : The Contract shall not be construed as creating an employer /employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of t he City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or an y employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT -DELEGATION : The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or de legation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 not a party hereto; it being the intention of the parties that there are no thir d party beneficiaries to the Contract. 46. WAIVER : No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consider ation and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS : The Contract can be modified or amended only by a writing signed by both parties. No pre -pr inted or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION : The Contract is intended by the parties as a final, complete a nd exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have b een substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Comm ercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION : A. If a dispute arises out of or relates to the Contract, or the breach thereof, th e parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision - making auth ority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resol ution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a pe rson who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton C ounty Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 mediation session. The City and the Contractor will share the mediator’s fees eq ually and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE : The Contract is made under and shall b e governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or in terpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY : The invalidity, illegality, or unenforceability of any provision of the Contract shal l in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not con tain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of t his section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal H oliday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the norma l hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the wa rranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON -SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and N on -Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requ irements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquis ition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty -free entry certificate is issued); or (2) For components m anufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not inc lude any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its comp onents mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in suffic ient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, a nd supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (4 1 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for appro val foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 list. D. The Cont ractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION : The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXE S: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATE S: The contractor shall comply with prevailing wage rates as define d by the United States Department of Labor Davis -Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD -2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which proh ibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Co ntract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100 -690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug -free work environment; and the final rule, government -wide requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the p rovisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMA GE TO GOVERNMENT PRO PERTY: The Respondent shall be liable for all damages to government -owned, leased, or occupied property DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Contract 5841 and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage c ompany, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of De nton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially rea sonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non -performance or delay in performance. 65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, w aive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREI GN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all finan cial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contrac t, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Proposer's Name: Principal Place of Business: Unit ID Description Estimated 3 YR Quantity 1 Unit of Measure Unit Price Delivery (Weeks ARO, for items with approved drawings) Structures (including assembly bolts) 1 65' overhead shield wire pole 8 EA $ 10,430.00 8 2 65' heavy duty overhead shield wire pole 20 EA $ 16,400.00 8 3 H-frame take-off tubular steel structure 42 EA $ 9,340.00 8 4 32' H-frame take-off structure beam 5 EA $ 1,547.00 8 5 36' H-frame take-off structure beam 16 EA $ 1,578.00 8 A1 40' H-frame take-off structure beam 16 EA $ 1,937.00 8 6 Multibay take-off tubular steel structure 20 EA $ 31,252.00 8 7 32' Multibay take-off structure beam A 5 EA $ 1,494.00 8 8 32' Multibay take-off structure beam B 5 EA $ 1,466.00 8 9 32' Multibay take-off structure beam C 5 EA $ 1,703.00 8 10 32' Multibay take-off structure beam D 5 EA $ 3,273.00 8 11 36' Multibay take-off structure beam A 5 EA $ 1,637.00 8 12 36' Multibay take-off structure beam B 5 EA $ 1,614.00 8 13 36' Multibay take-off structure beam C 5 EA $ 1,849.00 8 14 36' Multibay take-off structure beam D 5 EA $ 3,594.00 8 15 Light bracket for tapered tubular structures 160 EA $ 57.00 8 Anchor Bolt Assemblies (including templates) 16 Anchor bolt assemblies for OHSW1 & OHSW2 8 EA $ 1,642.00 4 17 Anchor bolt assemblies for HDSW1 & HDSW3 20 EA $ 1,801.00 4 18 Anchor bolt assemblies for TO1 40 EA $ 2,587.00 4 19 Anchor bolt assemblies for SH1 & SH2 20 EA $ 4,682.00 4 Additional Structure or Structure Modification Pricing 20 Price change per pound for decreasing structure height POUND $ 1.42 21 Price change per pound for increasing structure height POUND $ 1.42 22 Average price per pound for adding a new structure POUND $ 1.42 Techline, Inc. / CHM Industries BAFO Fort Worth, TX RFP 5841 Pricing Sheet for Galvanized Tubular Steel Structures for Substations Ex h i b i t D Do c u S i g n E n v e l o p e I D : A 9 2 C 2 4 0 B - 1 5 8 1 - 4 E C 3 - A B 9 8 - B 9 0 A 5 0 4 A 6 D C B City of Denton RFP for Supply of Electric Substation Galvanized Tubular Steel Structures ATTACHMENT A-BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. Contractor legal name and address (for contracting purposes): 2. Subsidiary of: /Ix, 3. Organization Class (circle): Partnership a o Individual Association 4. Tax Payer lD#: {_7 --2.cbego2,q-7 2. 5. Date Established: f N 6. Historically Underutilized Business: Yes o@ 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? @r No, in which? "]'e-o, 8. Please provide a detailed listing of all products and/or services that your company provides. ,Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your ann'ant company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. -JJN 10. Have you ever defaulted on or failed to complete a contract under your culxent company name or any other company name? if so, where and why? Give name and telephone number of Owner. r-.,Ir 11. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). N///\ RFP 5841 - Main Document Page l 1 of 17 Exhibit D XXXXXXXXXXXXX DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB City of Denton RFP for Supply of Electric Substation Galvanized Tubular Steel Structures 12. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General indust13 Standards" and/or 29 CFR 1926 "General Construction Standards" as they apply to yore" Company's customm7 activities? _http://www.osha.gov/pls/oshaweb/owasrch.search ['nrm?p doc type=STANDARDS&ptoc level-1 &p ke,/value-1926 13. Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other goverumental units fi'om awarding contracts to a non-resident firna unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non-resident bidders' state. In order to make this detelrnination, please provide the name, address and phone number of: a. Responding firms principle place of business: b. Company's majority owner principle place of business: c. Ultimate Parent Company's principle place of business: RFP 5841 - Main Document Page 12 of 17 Exhibit D DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB City of Denton RFP for Supply of Electric Substation Galvanized Tubular Steel Structures 14. Provide details to support the evaluation criteria includin experience and delivery. 15. Provide details on how firm meets the minimum qualifications stated in this Main document Section 3. a. The details must be completed on this folrn, and shall not point to another document in the respondent's proposal b. Sign below and return form with final submission. I certify that our firm meets the minimum qualifications as stated in this Main document, Section 3. S gnature Company 1)ate RFP 5841 - Main Document Page 13 of 17 Exhibit D DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB City of Denton RFP for Supply of Electric Substation Galvanized Tubular Steel Structures ATTACHMENT B-SUBMISSION EXCEPTIONS Any exceptions taken to this solicitation (including terms and conditions in Exhibit 2, the General Provisions and Terms and Conditions) must be itemized on the lines below. Additional pages may be added as needed. If there are no exceptions, please sign where indicated at the bottom of the page. Item # Description The. The above exceptions (and any additional pages identified) are the ONLY exceptions to the specifications, General Provisions and Terms and Conditions in Exhibit 2, and sample contract to this solicitation. I understand that the City may not accept additional exceptions produced after final submission of this proposal. -f /,"]'ts',/-,1 ,,c. Oc_'{,'%#. 2o, Signature Company ate No Exceptions are taken to this solicitation or the General Provisions and Terms and Conditions in Exhibit 2. Signature Company Date RFP 5841 - Main Document Page 14 of 17 Exhibit D XXXXXXXXXXXXX DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB City of Denton RFP for Supply of Electric Substation Galvanized Tubular Steel Structures ATTACHMENT D-REFERENCES Please list tlu'ee (3) Government references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this solicitation. REFERENCE ONE GOVERN MENT/COMP ANY NAME:k LOCATION: (,410,(l ,"}_ , / CONTACT PERSON AND TITLE: c,q,h¢" t4o!ewe TELEPHONE NUMBER: -" "2-057- 0 sCOPE OF WORK: ,>a .l.,\, ,% CONTRACT PERIOD: ()¢\ - ow v ¢,. REFERENCE TWO GOVERNMENT/COMPANYNAME: "T4"(v,,a' ( "Tr".¢JfQ(. C-o9 LOCATION: '@,%\\%¢ -'X ', ., -.'",'';-V. CONTACT PERSON AND TITLE: {4ka e.. 7"31 ::/:,24 ,JQ - ,,c dvx x." % TELEPHONE NUMBER: :I'" q q - 7 ¢Xq SCOPE OF WORK: _ -q''9"@ ,o CONTRACT PERIOD: Ocx- ;..e-%,' REFERENCE THREE GOVERNMENT/COMPANY NAME: (_X .,r.. \->, LOCATION: \.l v-. :'¢-.,"'/ CONTACT PERSON AND TITLE: @ R ',t,.¢}x ';; ¢5 TELEPHONE NUMBER: c O - t K"L" "l.c scoPE OF WORK: 7 ,,,'oL ,',-,, b,^ CONTRACT PERIOD: O x ":a(K .',- T;l<c a< O,? RFP 5841 - Main Document Page 15 of 17 Exhibit D XXXXXXXXXXXXX DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB City o f Denton RFP fro' Supply of Electric Substation Galvanized Tubular Steel Structures ATTACHMENT F-ACKNOWLEDGEMENT The undersigned agrees this submission becomes the property of the City of Denton aider the official opening. The undersigned affirms he has familiarized himself with the specification, drawings, exhibits and other documents; the local conditions under which the wm'k is to be performed; satisfied himself of the conditions of delivery, handling and storage of materials and equipment; and all other matters that will be required fro' the work before submitting a response. The undersigned agrees, if this submission is accepted, to furnish any and all items/services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the specification. The period for acceptance of this submission will be 120 calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this submission has not been prepared in collusion with any other respondent, nor any employee of the City of Denton, and that the contents of this submission have not been coimnunicated to any other respondent or to any employee of the City of Denton prior to the acceptance of this submission. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 ., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Coin. Code, Section 15.01, . The undersigned affirms that they have read and do understand the specifications, all exhibits and attachments contained in this solicitation package. The undersigned agrees that the solicitation package posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at: http://www.citvofdenton.con'dindex.aspx?D2!ge-397 to ensure they have downloaded and signed all addendum(s) required for submission with their response. I certify that 1 have made no willful misrepresentations in this submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this submission will be investigated, with my full permission, and that any misrepresentations m" omissions may cause my submission to be rejected. Acknowledge receipt of following addenda to the solicitation: Addendum No 1 Dated O¢v t ,-]57 _ Received JS" Addendum No 2 Dated Received Addendum No 3 Dated Received NAME AND ADDRESS OF COMPANY: Tel. No. /]- -61 oo Email. ce, c,v-. -e_ )r t i ',c., ce AUTHORIZED RE/p RES TAT / Signature .;.//A////'/,__{5 _.---- Date (?,42 e,e *..¢, "?.x l Title -t ,..c 9 .o-\'.A FaxNo. R 5 .N(f c ez RFP 5841 - Main Document Page 17 of 17 Exhibit D XXXXXXXXXXXXX DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB City of Denton RFP fro" Supply of Electric Substation Galvanized Tubular Steel Structures ATTACHMENT E-CONFLICT OF INTEREST QUESTIONNAIRE 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. 1491, 80th Leg., Regular Session. This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire nmst be filed with the records administrator of the local govelannent entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. i Name of person "$'[lO has a business relationship with local governmental entity. []Chech this box if you are filing all 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 husiness day aPter the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local goverument officer with whom filer has an employment or business relationship. Name o f Officer This section, (item 3 including subparts A, B, C & D), must he completed for each officer with wholn tile filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Forin CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, otber than investment income, fi'om the filer of the questionnaire? [] Yes [No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, fi'om or at the direction of the local government officer named in this section AN -the taxable income is not received fi'om the local governmental entity? rcYa [Yes No C.Is the fi[el" of this questiotmaire 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 i0 percent or more? [] Yes [No D. Describe each affiliation or business relationship. ] I have no Conflict of Interest to disclose. Signature of pelson doing business with the govermnental entity Date RFP 5841 - Main Document Page 16 of 17 Exhibit E XXXXXXXXXXXXX XXXXXXXXXXXXX DocuSign Envelope ID: A92C240B-1581-4EC3-AB98-B90A504A6DCB Certificate Of Completion Envelope Id: A92C240B15814EC3AB98B90A504A6DCB Status: Completed Subject: Please DocuSign: Contract Documents 5841 Source Envelope: Document Pages: 32 Signatures: 3 Envelope Originator: Certificate Pages: 6 Initials: 0 Karen E. Smith AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) karen.smith@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 11/9/2015 3:54:51 PM Holder: Karen E. Smith karen.smith@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Karen E. Smith karen.smith@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 11/9/2015 4:01:29 PM Viewed: 11/9/2015 4:01:39 PM Signed: 11/9/2015 4:02:04 PM Electronic Record and Signature Disclosure: Not Offered ID: Nathan Chan nathan.chan@techline-inc.com Inside Sales Security Level: Email, Account Authentication (Optional)Using IP Address: 75.17.248.26 Sent: 11/9/2015 4:02:06 PM Resent: 12/3/2015 10:06:51 AM Viewed: 11/9/2015 4:03:42 PM Signed: 12/3/2015 10:15:39 AM Electronic Record and Signature Disclosure: Accepted: 12/3/2015 10:15:17 AM ID: e797998e-a38b-41e6-89c5-1297e12c1db0 John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 12/3/2015 10:15:44 AM Resent: 12/29/2015 8:07:38 AM Viewed: 12/29/2015 11:25:38 AM Signed: 12/29/2015 11:26:37 AM Electronic Record and Signature Disclosure: Not Offered ID: Julia Klinck julia.klinck@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 12/29/2015 11:26:39 AM Viewed: 12/30/2015 10:10:39 AM Signed: 12/30/2015 10:25:32 AM Electronic Record and Signature Disclosure: Not Offered ID: Signer Events Signature Timestamp George C. Campbell george.campbell@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 12/30/2015 10:25:36 AM Viewed: 1/7/2016 11:46:07 AM Signed: 1/7/2016 11:46:16 AM Electronic Record and Signature Disclosure: Not Offered ID: Jennifer K. Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 1/7/2016 11:46:18 AM Viewed: 1/8/2016 9:39:49 AM Signed: 1/8/2016 9:40:38 AM Electronic Record and Signature Disclosure: Not Offered ID: 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 Charleta Gilbreath charleta.gilbreath@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 12/3/2015 10:15:42 AM Viewed: 12/3/2015 11:03:34 AM Electronic Record and Signature Disclosure: Not Offered ID: Julia Klinck julia.klinck@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Sent: 12/3/2015 10:15:42 AM Viewed: 12/3/2015 10:44:24 AM Electronic Record and Signature Disclosure: Not Offered ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 12/30/2015 10:25:34 AM Viewed: 12/30/2015 10:41:19 AM Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 1/8/2016 9:40:40 AM Viewed: 1/8/2016 12:39:53 PM Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered ID: laura cheek laura.cheek@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 1/8/2016 9:40:42 AM Viewed: 1/8/2016 10:03:40 AM Electronic Record and Signature Disclosure: Not Offered ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 1/8/2016 9:40:44 AM Viewed: 1/8/2016 11:36:48 AM Electronic Record and Signature Disclosure: Not Offered ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/8/2016 9:40:44 AM Certified Delivered Security Checked 1/8/2016 9:40:44 AM Signing Complete Security Checked 1/8/2016 9:40:44 AM Completed Security Checked 1/8/2016 9:40:44 AM Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Compan y) may be required by law to provide to you certain written notices or disclosures. 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