8349 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
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RFP
FLAME RESISTANT UNIFORM PURCHASES AND PROGRAM MANAGEMENT
8349
Crystal Westbrook
Yes
MARCH 19, 2024
MARCH 19, 2029
24-541
Contract 8349
CONTRACT BY AND BETWEEN CITY
OF DENTON, TEXAS AND TYNDALE
ENTERPRISES, INC.
(Contract 8349 )
THIS CONTRACT is made and entered into this date , by
and between Tyndale Enterprises, Inc., a Pennsylvania corporation , whose offices and principal
place of business is located at 5050 Applebutter Road, Pipersville, PA 18947, hereinafter referred
to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation,
hereinafter referred to as "City," to be effective upon approval of the Denton City Council and
subsequent execution of this Contract by the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products in accordance with the City’s RFP #8349, 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 Terms and Conditions (Exhibit “A”);
(b) City of Denton’s RFP 8349 (Exhibit “B” on file at the office of the Purchasing
Agent);
(c) City of Denton Standard Terms and Conditions (Exhibit “C”);
(d) Certificate of Interested Parties Electronic Filing (Exhibit “D”);
(e) Contractor’s Proposal. (Exhibit "E");
(f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F")
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Energy Companies
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
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Contract 8349
written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms “boycott energy company” and “company”
shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By
signing this agreement, Contractor certifies that Contractor’s signature provides written verification to
the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of the agreement. Failure to meet or maintain the requirements under this
provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade
Associations
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a
firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the
meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this
agreement, Contractor certifies that Contractor’s signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract
against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies
that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to
Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to
receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist
organization. Failure to meet or maintain the requirements under this provision will be considered a material
breach.
Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned
Companies
The City of Denton may terminate this Contract immediately without any further liability if the City of
Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and
Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of
the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or
other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated
country.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
[Signature page follows]
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Contract 8349
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year
and day first above written.
TYNDALE ENTERPRISES, INC.
CONTRACTOR
BY:
AUTHORIZED SIGNATURE
Printed Name: Barbara Fitzgeorge
Title: Vice President Marketing
215.766.5660
PHONE NUMBER
marketing@tyndaleusa.com
EMAIL ADDRESS
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
BY:
SARA HENSLEY, CITY MANAGER
ATTEST:
JESUS SALAZAR, CITY SECRETARY
BY:
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
SIGNATURE PRINTED NAME
TITLE
DEPARTMENT
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY:
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2023-bfitzgeorge@tyndaleusa.com
DME General Manager
Electric
Antonio Puente, Jr.
Contract 8349
Exhibit A
Special Terms and Conditions
The Quantities
The quantities indicated on Exhibit E 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 Contractor 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 purchasing@cityofdenton.com, with the above
file number in the subject line, for review. Products found to have changed specifications without
notification, and acceptance, will be returned at the contractor’s expense. Products that have been installed
will be replaced at the contractor’s expense.
Authorized Distributor
The Contractor shall be the manufacturer or authorized distributor of the proposed products. 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 Contractor shall have
the option to renew this contract for an additional four (4) one-year periods.
The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall
automatically renew each year, from the date of award by City Council. The Contractor’s request to not
renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the
contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further
extended as needed, not to exceed a total of six (6) months.
Price Escalation and De-escalation
On Contractor’s request in the form stated herein, the City will implement an escalation/de-
escalation price adjustment annually based on these special terms. Any request for price
adjustment must be based on the manufacturer published pricing list. The maximum escalation
will not exceed +/- 8% for any individual year. The escalation will be determined annually at the
renewal date. The price will be increased or decreased based upon the percentage change in the
manufacturer’s price list. Should the manufacturer price list change exceed a minimum threshold
value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent
change not to exceed the 8% limit per year. The Contractor should provide documentation as
percentage of each cost associated with the unit prices quoted for consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 30days prior to contract expiration of each year. Contractor must also
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Contract 8349
provide supporting documentation as justification for the request. If no request is made, then it
will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time, and become effective upon the renewal
date of the contract award or reject the increases within 30 calendar days after receipt of a
properly submitted request. If a properly submitted increase is rejected, the Contractor may
request cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued.
Pre-price increase prices must be honored on orders dated up to the official date of the City of
Denton approval and/or cancellation.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation
number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes
based on the language in this Exhibit A.
Total Contract Amount
The contract total shall not exceed $1,316,700. Pricing shall be per Exhibit E attached.
Delivery Lead Time
Non-customized, in-stock products will be shipped three (3) days after the receipt of order from the City.
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Contract 8349
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 Contractor hereinafter referred to as Contractor or Supplier. Any deviations must
be in writing and signed by an authorized 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 solicitation to purchase goods, and
sections 9, 10, 11, 23 and 31 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. EFFECTIVE 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. CONTRACTOR 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
Specifications or Supplemental Terms and Conditions, each packing list 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 reduce 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 PROHIBITED: 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
only when the City actually receives and accepts the deliverables.
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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 stated 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 that 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
within sixty (60) days of delivery before accepting them, and to notify the Contractor in writing it is
rejecting defective or non-conforming deliverables and the nature of the defect or non-
conformity. Contractor, at its sole discretion, cost and expense, shall either 1) replace each
defective deliverable promptly after the return of the defective item(s), 2) repair such
deliverable(s), or 3) refund the full amount paid by the City for each defective deliverable upon
the return of the defective item(s). The City shall also have sixty (60) days to return all or a
portion of any non-custom deliverables for any reason for a full refund, provided that, with
respect to any deliverables which are not defective and which comply with the specifications set
forth in the related Purchase Order, the City shall pay all expenses and costs relating to the return.
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 shall furnish, or cause to be furnished, upon advance written notice and during
Contractor’s normal business hours, without additional charge, all reasonable facilities and
assistance to the City to facilitate such inspection.
7.1 Logo Items. Contractor will accept the return of logo items (hereinafter defined as those
Deliverables ordered with the logo, insignia, symbol, emblem or similar identifying mark of the
City) “Logo Items” in accordance with the policy in Section 7.1 herein. Contractor will track all
Logo Items returned and will utilize such returned Logo Items to fill future Purchase Orders of
the City. If the City changes any of its Logo Items, or if any Deliverable(s) covered under this
Agreement or any Purchase Order is discontinued or terminated from the clothing program for
any reason, the City agrees to purchase any and all of its Logo Items manufactured or distributed
by Contractor pursuant to any Purchase Order that is in Contractor’s possession
7.2 Logo Item Purchase Options. Items with Logo as described in Section 7.1 must be purchased
by the City annually unless otherwise specified. For any of the City's Logo Items that have been
changed and/or are considered obsolete, the City shall provide Contractor with a payment form
and a shipping address for either: (1) a standing order for Logo Items to be used every quarter or
(2) a form to be used only within one to three weeks of the quarterly review.
7.3 Custom Deliverables. Custom Deliverables (other than Deliverables which are only
customized by the addition of a logo which are governed by Section 7.1 above) are not returnable
unless the custom Deliverables do not conform to the specifications set forth in the Purchase Order
or are otherwise defective. “Custom Deliverables” means Deliverables that are designed, created,
or altered according to specifications set forth by the City.
7.4 Condition of Deliverables. ANY DELIVERABLES RETURNED, EXCEPT FOR PRODUCT RETURNS
FOR WARRANTY UNDER SECTION 21 (WARRANTY-DELIVERABLES), MUST BE UNWASHED,
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UNWORN, AND UNALTERED. THE CONTRACTOR WILL NOT ACCEPT RETURNS OF ANY
DELIVERABLES THAT HAVE BEEN WASHED, WORN, OR ALTERED.
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.
Contractor shall timely notify the City of any anticipated delays to the delivery timetable so that
action may be taken to mitigate the consequences of such delay, extend the period of time to
overcome the effect of such delay, or arrange for a mutually agreeable alternative solution. 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 yet expired or
is extended by written agreement of the parties, the Contractor may notify the City of the intention
to cure and may then make a conforming tender within the time agreed or allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor 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 services, 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 any 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 facilities.
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
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
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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 November 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, its 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 but 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 against 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 Contractor shall be in compliance with all applicable 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 unique 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, shall 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 the
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 labor 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 invoiced
amount.
The City will furnish a tax exemption certificate upon request.
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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 deliverables 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 partial 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. Contractor’s prices are exclusive of any appropriate excise, privilege, or similar taxes as well
as customs, duties, export fees, and tariffs. All pricing shall remain firm for one (1) year. If both
Parties decide to extend the Agreement Term, price increases will not occur more frequently than
semi-annually. It is Contractor’s responsibility to notify the City of any changes and to request a
Change Order. If the City of Denton does not agree to increases, Contractor the right to remove
those items from the program.
E. The City may withhold or set off the amount due under dispute on any applicable invoice 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 Contractor 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 and reasonable costs for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
F. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
G. 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.
H. 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 shall 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.
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14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
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 shall not be reimbursed, unless otherwise
negotiated.
15. FINAL PAYMENT AND CLOSE-OUT: Reserved.
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 during Contractor’s normal business hours 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,
documents 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 applicable books, records, documents and other evidence pertaining to the Contract, and
to allow the City similar access to those documents. All applicable 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. If an overpayment of 5% or greater occurs, the Contractor shall reimburse the City which
must be payable within five (5) business days of receipt of an invoice.
B. Failure to 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 above, 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: Reserved.
19. WARRANTY-PRICE:
A. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
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 liens,
claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
harmless from and against all adverse title claims to the deliverables.
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21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all
deliverables sold to the City under the Contract shall be free from defects in design, workmanship
or manufacture, and conform in all material respects to the specifications, drawings, and
descriptions in the underlying Purchase Order and 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. Any warranty provided by Contractor is conditioned upon the following: (a) user
adhering to all washing and care instructions provided by Contractor, (b) the deliverables being
used for their intended purpose as stated in the product label, and (c) the deliverables not being
modified, altered, or repaired by a third party. If the City of Denton or the ultimate user fails to
follow the requirements of this Section 21, then any warranty provided by Contractor is void.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONTRACTOR PROVIDES
NO REPRESENTATIONS, CONDITIONS, OR WARRANTIES, EXPRESS OR IMPLIED,
STATUTORY, OR OTHERWISE, WITH RESPECT TO THE DELIVERABLES (OR ANY
SERVICES PERFORMED RELATED TO THE DELIVERABLES).
A. Recycled deliverables shall be clearly identified as such.
B. Unless otherwise specified in the Contract, the warranty period shall be for the useful life 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 within ten
(10) days of receipt of written demand either repair the non-conforming deliverables, or replace or
refund the non-conforming deliverables with fully conforming deliverables, at the Contractor’s
option and at no additional cost to the City. All costs incidental to such repair or replacement,
including 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 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 repair or replace or refund the defective or non-
conforming deliverables within ten (10) days as requested by the City, then in addition to any other
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 demand the actual and reasonable increased
cost, if any, incurred by the City to procure such deliverables from another source.
D. 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 for the benefit of the City.
22. WARRANTY – SERVICES: Reserved.
23. ACCEPTANCE OF 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.
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 party may treat this failure as an anticipatory repudiation of
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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 local
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 material 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 effective 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 default 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 and reasonable costs,
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
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. TERMINATION WITHOUT CAUSE: The City and Contractor 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 from the City, the Contractor shall
promptly cease 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 delivered 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 Contractor 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
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the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute
Resolution process specified in paragraph 49., 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 extent 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 deliverables or 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 necessary 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 all 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 aforegoing directly resulting
from the willful sale of defective or non- conforming deliverables, negligence, willful
misconduct or a 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 SOLE FAULT OF THE CONTRACTOR,
OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR’S SALE OF DELIVERABLES TO THE CITY
AND OBLIGATIONS UNDER 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. WITHOUT INTENDING TO LIMIT THE FOREGOING SENTENCE, ANY
INJURIES, DEATHS, DAMAGES, LOSSES OR LIABILITY CAUSED BY (A) THE CITY
OF DENTON’S WORK PROCEDURES, (B) THE FAILURE OF AN OFFICER,
EMPLOYEE, CONTRACTOR, SERVANT OR AGENT OF THE CITY OF DENTON TO
FOLLOW THE CITY’S WORK PROCEDURES, (C) APPROVAL BY THE CITY OF
DENTON OF DELIVERABLES IN A CATALOGUE PROVIDED BY CONTRACTOR TO
THE EXTENT CONTRACTOR DELIVERS SUCH ITEMS, (D) ITEMS PURCHASED
FROM PROVIDERS OR VENDORS OTHER THAN CONTRACTOR, (E) THE FAILURE
OF THE CITY OF DENTON TO INSTITUTE, PERFORM, OR FOLLOW PROPER ARC
FLASH HAZARD ANALYSIS OR ANALOGOUS OR SIMILAR TESTS REQUIRED TO
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DETERMINE THE APPROPRIATE MATERIALS OR PRODUCTS TO BE
PURCHASED, OR (F) FAILURE TO ADHERE TO THE CONTRACTOR’S WASHING
AND CARE INSTRUCTIONS SHALL BE THE SOLE NEGLIGENCE OF THE CITY OF
DENTON.
32. INSURANCE: The following 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 and
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 Certificates 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 Insurance 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 commencing 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 ratings 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 as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The “other” insurance clause shall not apply to the City where the 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 amounts 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.
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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, limitations, 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 industry 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 Contractor 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 City 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 required
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 other action is asserted against the Contractor which
arises under or concerns the Contract, the Contractor shall give written notice thereof to the City
within ten (10) calendar days after receipt of notice by the Contractor. For claims related to this
Contract, 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 Street, 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 delivered
three (3) business days after postmarked 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 commercially 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 Street, 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 such 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
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Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST 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 to the best of Contractor’s knowledge with
respect to the ownership or operation of the deliverables and the Contractor does not know of
any valid basis for any such claims. Contractor shall indemnify and defend any action brought against
City based on a claim or allegation that any process or method used, equipment or material supplied from
Contractor to City pursuant to the Contract constitutes an actual or alleged infringement or violation of
any third-party patent, copyright, trademark or other proprietary right resulting from the use of products
and materials directly specified by City; so long as such material or product is used by City or the
ultimate user for its intended use. City shall at Contractor’s expense give such information and assistance
as it may deem appropriate for the defense of same, and Contractor shall pay all of City’s actual and
reasonable actual and reasonable costs and expenses of such action, including any damages awarded. If an
infringement or violation is determined or held to exist and the use of such process, method, equipment,
material or service is enjoined, Contractor shall at its own expense and at City’s option either (1) procure
for City the right to continue using said process, equipment, material or service; (2) replace it with non-
infringing process, equipment, materials or service acceptable to City; or (3) modify it so that it becomes
non-infringing. The 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.
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 which 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, disclosure, 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 information so as to
permit the City 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 under 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 deliverables, subject to the limitations below.
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
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Contractor may agree to assign and, if necessary, cause 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,
acknowledge, 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, only if expressly
stated in the Purchase Order or Statement of Work, and only if the deliverables provided by the
Contractor to the City do not constitute or contain Contractor's pre-existing intellectual property,
then the Contractor agrees that upon their creation, 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 ownership 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 may, at its sole option, agree to assign to the City (and agrees to cause 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 any such applicable work made-for-hire, the Contractor 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 may, at its sole option and subject to the foregoing,
further agree to, and if applicable, cause each of its employees to, execute, acknowledge, and
deliver all applications, specifications, 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 similar 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 Paragraph 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
consent, the fact that the City has entered into the Contract, except to the extent required by law.
42. 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 employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
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securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the 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.
43.GRATUITIES: The City may, by written notice to the Contractor, cancel 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 Contract 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.44. PROHIBITION AGAINST PERSONAL
INTEREST IN CONTRACTS: No officer,
employee, independent consultant, 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 as defined
in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics) . 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.
45. 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 the 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 any 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.
46. 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 delegation 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
not a party hereto; it being the intention of the parties that there are no third party beneficiaries to
the Contract.
The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The president
of the company or authorized official must sign the letter. A letter indicating changes in a
company name or ownership must be accompanied with supporting legal
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documentation such as an updated W-9, documents filed with the state indicating such change,
copy of the board of director’s resolution approving the action, or an executed merger or
acquisition agreement. Failure to do so may adversely impact future invoice payments.
47. 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 consideration 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.
48. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed 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.
49. INTERPRETATION: The Contract is intended by the parties as a final, complete and
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 been 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 Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
50. DISPUTE RESOLUTION:
a. If a dispute arises out of or relates to the Contract, or the breach thereof, the 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 authority
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 resolution 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 person 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 County 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 mediation session. The City and the
DocuSign Envelope ID: F4F111C9-9044-46F6-B8A2-FE4A0447FA5A
Contract 8349
Contractor will share the mediator’s fees equally 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.
51. JURISDICTION AND VENUE: The Contract is made under and shall be 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 interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
52. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall 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 contain 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 this 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.
53. HOLIDAYS: The following holidays are observed by the City:
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
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 normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
54. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
55. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
New Year’s Day (observed)
Martin Luther King, Jr. Day
Memorial Day
Juneteenth
Independence Day
Labor Day
Veterans Day
Thanksgiving
Friday After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
DocuSign Envelope ID: F4F111C9-9044-46F6-B8A2-FE4A0447FA5A
Contract 8349
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 Non-Procurement Programs, the State of Texas, or the City of
Denton.
56. 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, sexual
orientation, 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.
57. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements 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 acquisition 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 manufactured 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 include 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 components 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 sufficient 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, and 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 (41 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 approval 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 list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
DocuSign Envelope ID: F4F111C9-9044-46F6-B8A2-FE4A0447FA5A
Contract 8349
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
58. 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.
59. LICENSE FEES OR TAXES: 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
Contractor.
60. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined 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).
61. 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 prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Contractor shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
62. 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 1978, dealing with issuance of Form W-2's to common law employees.
Contractor is responsible for both federal and State unemployment insurance coverage and
standard Workers’ Compensation insurance coverage. Contractor 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 actual and reasonable costs resulting from Contractor's omission or breach of this Section.
63. 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 (2 CFR Part 182, Subpart F) to implement the provisions 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.
64. CONTRACTOR LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY:
The Contractor shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused solely by the Contractor and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Contractor shall notify the City of Denton Procurement Manager in writing of any
DocuSign Envelope ID: F4F111C9-9044-46F6-B8A2-FE4A0447FA5A
Contract 8349
such damage within one (1) calendar day.
65. FORCE MAJEURE: The City of Denton, any Customer, and the Contractor 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 either the City of Denton or the Contractor. In the event of an occurrence under
this Section, the Contractor will be excused from any further performance or observance of the
requirements so affected for as long as such circumstances prevail and the Contractor continues to
use commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Contractor 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.
66. 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, waive 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.
67. NO WAIVER OF SOVEREIGN 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.
68. RECORDS RETENTION: The Contractor shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Contractor shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Contractor 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.
DocuSign Envelope ID: F4F111C9-9044-46F6-B8A2-FE4A0447FA5A
Contract 8349
Exhibit D
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/filinginfo/1295/
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
DocuSign Envelope ID: F4F111C9-9044-46F6-B8A2-FE4A0447FA5A
Tyndale Enterprises, Inc.Line # DescriptionQTY UOMUnit PricingSECTION A: LONG SLEEVE BUTTON DOWN SHIRTS‐‐CAT 22Private Brand Tan Button Down1 EA$54.403Tec Gen Tan Button Down1 EA$91.154Lapco Tan Button Down1 EA$61.905Wrangler Tan Button Down1 EA$65.656Carhartt Tan Button Down1 EA$72.657Lakeland High Viz Button Down1 EA$73.108Dri Fire High Viz Button Down1 EA$77.909Discount percentage on FR Long Sleeve Button Down Shirts not listed above1 EA15% discount from Tyndale Retail PricingSECTION B: FR Pants‐‐CAT 211Private Brand Utility Cargo Pant (Blue)1 EA$56.6512Private Brand Relaxed Fit Blue Jean1 EA$52.3013Carhartt Blue Jeans1 EA$77.7514Wrangler Relaxed Fit Jean1 EA$60.9515Ariat M4 Relaxed Boot Cut1 EA$88.9516Ariat M5 Straight Leg Jean1 EA$80.1017Ariat M3 Extra Relaxed Straight Leg1 EA$80.1018Ariat M4 Low Rise Boot Cut1 EA$80.1019Discount percentage on FR Pants Cat 2 not listed above1 EA15% discount from Tyndale Retail PricingSECTION C: T‐Shirt Style FR Long Sleeve‐‐CAT 221Private Brand High Viz T‐Shirt1 EA$104.0022Dri‐Fire High‐Viz T‐shirt1 EA$137.1523Dragon Wear High‐Viz1 EA$145.4524Carhartt Tan T‐shirt Cat21 EA$68.4525Dri‐Fire T‐shirt (Tan) Cat21 EA$95.7026Ariat T‐shirt (Tan) Cat21 EA$62.8527Discount percentage on T‐Shirt Style FR Long Sleeve Cat 2 not listed above1 EA15% discount from Tyndale Retail PricingSECTION D: Henley Style FR Long Sleeve‐‐CAT 229Private Brand Long Sleeve (Tan) Cat 21 EA$61.8530Carhartt Long Sleeve (Tan) Cat21 EA$72.6531Ariat Long Sleeve (Tan) Cat21 EA$62.8532Discount percentage on Henley Style FR Long Sleeve Cat 2 not listed above1 EA15% discount from Tyndale Retail PricingSECTION E: Base Layer FR Long/Short Sleeve Shirt‐‐Cat 134Private Brand Cat 1 Base Layer Long sleeve1 EA$55.6035Private Brand Cat 1 Base Layer Short sleeve1 EA$52.9536Ariat Base Layer Cat 11 EA$68.6037Dri‐Fire Base Layer Cat 11 EA$66.7538Discount percentage on Base Layer FR Long/Short Sleeve Shirt Cat 1 not listed above 1 EA15% discount from Tyndale Retail Pricing8349 ‐ Page 1EXHIBIT EDocuSign Envelope ID: F4F111C9-9044-46F6-B8A2-FE4A0447FA5A
Line # DescriptionQTY UOMUnit PricingSECTION F: Winter Gear FR Bibs40Carhartt Quilt Lined Duck Bib 1 EA $236.3041Ariat 2.0 Insulated FR Bib 1 EA $265.6042Discount percentage on Winter Gear FR Bibs not listed above 1 EA 15% discount from Tyndale Retail PricingSECTION G: Winter Gear FR Jackets44Private Brand FR Jacket 1 EA $148.2545Ariat Stretch Canvas FR Jacket 1 EA $239.3046Carhartt Fr Jacket 1 EA $204.6547Discount percentage on Winter Gear FR Jackets not listed above 1EA 15% discount from Tyndale Retail PricingSECTION H: Winter Gear FR Vests49Private Brand Heavy Weight Vest 1 EA $129.0550Ariat Durastretch Lt Durastretch Canvas Vest 1 EA $179.5551Carhartt Duck Sherpa Lined Vest 1 EA $130.1052Lapco FR Fleece Lined Vest 1 EA $143.9053Discount percentage on Winter Gear FR Vests not listed above 1 EA15% discount from Tyndale Retail PricingSECTION I: Winter Gear FR Hoodies55Private Brand Zip Up Hoodie 1 EA $152.0056Private Brand Pull Over Hoodie 1 EA $133.8057Lakeland Pull Over Hoodie 1 EA $186.9558Ariat Pull Over Hoodie 1 EA $117.8059Bulwark FR Fleece Hoodie 1 EA $172.4560Carhartt Midweight Pull Over Hoodie 1 EA $121.3061Discount percentage on Winter Gear FR Hoodies not listed above 1EA 15% discount from Tyndale Retail PricingSECTION J: FR Rain Gear Pants63Nasco Sentinel Rain Bib 1 EA $136.2564Nasco Arc Lite Bib Style 1 EA $90.5565Neilsen Pro Arc Bib Style 1 EA $258.9566Discount percentage on FR Rain Gear Pants not listed above 1 EA 15% discount from Tyndale Retail PricingSECTION K: FR Rain Gear Jackets68Nasco Sentinel Rain Coat 1 EA $153.3569Nasco Arc Lite Rain Jacket 1 EA $134.3570Neilsen Pro Arc Coat 1 EA $376.9571Discount percentage on FR Rain Gear Jackets not listed above 1 EA15% discount from Tyndale Retail Pricing*20% upcharge for oversize applies to any garmet over 2XL8349 ‐ Page 2DocuSign Envelope ID: F4F111C9-9044-46F6-B8A2-FE4A0447FA5A
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined
by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton
Ethics Code, Ordinance 18-757.
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the
date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day
after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be
completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code.
Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in
this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer
or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: F4F111C9-9044-46F6-B8A2-FE4A0447FA5AEXHIBIT F
TYNDALE ENTERPRISES, INC.
2/8/2024
X
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy
reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more
than $100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member
of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use.
Per the City of Denton Ethics Code, Section 2-273. – Prohibitions
(3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
DocuSign Envelope ID: F4F111C9-9044-46F6-B8A2-FE4A0447FA5A
Certificate Of Completion
Envelope Id: F4F111C9904446F6B8A2FE4A0447FA5A Status: Completed
Subject: Please DocuSign: City Council Contract 8349 Flame Resistant Uniform Purchases and Program Management
Source Envelope:
Document Pages: 30 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Crystal Westbrook
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
crystal.westbrook@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
12/22/2023 12:32:54 PM
Holder: Crystal Westbrook
crystal.westbrook@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Crystal Westbrook
crystal.westbrook@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 12/22/2023 1:15:02 PM
Viewed: 12/22/2023 1:15:09 PM
Signed: 12/22/2023 1:18:40 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 12/22/2023 1:18:43 PM
Viewed: 12/27/2023 8:30:58 AM
Signed: 12/27/2023 8:32:02 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Mack Reinwand City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 12/27/2023 8:32:05 AM
Viewed: 12/27/2023 11:05:27 AM
Signed: 12/27/2023 11:13:11 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Barbara Fitzgeorge
BFitzgeorge@TyndaleUSA.com
Vice President - Marketing
Tyndale Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.48.128.85
Sent: 12/27/2023 11:13:14 AM
Resent: 1/10/2024 10:08:03 AM
Resent: 1/18/2024 10:48:02 AM
Viewed: 1/25/2024 12:55:29 PM
Signed: 2/8/2024 2:15:49 PM
Electronic Record and Signature Disclosure:
Accepted: 1/10/2024 10:43:08 AM
ID: 433d94d6-1872-445b-a9e4-7c430352ad35
Signer Events Signature Timestamp
Antonio Puente, Jr.
antonio.puente@cityofdenton.com
DME General Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 174.244.22.150
Signed using mobile
Sent: 2/8/2024 2:15:52 PM
Viewed: 2/8/2024 3:15:52 PM
Signed: 2/8/2024 3:16:16 PM
Electronic Record and Signature Disclosure:
Accepted: 2/8/2024 3:15:52 PM
ID: ae599458-8961-4f51-8e3d-7a93c0fd53a6
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 2/8/2024 3:16:19 PM
Viewed: 3/20/2024 9:12:41 AM
Signed: 3/20/2024 9:12:49 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.190.47.120
Signed using mobile
Sent: 3/20/2024 9:12:52 AM
Viewed: 3/20/2024 9:13:21 AM
Signed: 3/20/2024 9:13:41 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jesus Salazar
jesus.salazar@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 3/20/2024 9:13:43 AM
Viewed: 3/20/2024 11:41:56 AM
Signed: 3/20/2024 11:43:03 AM
Electronic Record and Signature Disclosure:
Accepted: 3/20/2024 11:41:56 AM
ID: 21649d96-be27-4113-98ba-95812cc367ad
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/22/2023 1:18:43 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 2/8/2024 3:16:19 PM
Viewed: 2/8/2024 4:58:47 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 3/20/2024 11:43:05 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Chris Lutrick
chris.lutrick@cityofdenton.com
Executive Manager of Operations
City of Denton (DME)
Security Level: Email, Account Authentication
(None)
Sent: 3/20/2024 11:43:06 AM
Electronic Record and Signature Disclosure:
Accepted: 3/11/2024 8:47:06 AM
ID: 486f6013-4845-43b2-b6e8-ee8a5d4d56e9
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 12/22/2023 1:15:02 PM
Certified Delivered Security Checked 3/20/2024 11:41:56 AM
Signing Complete Security Checked 3/20/2024 11:43:03 AM
Completed Security Checked 3/20/2024 11:43:06 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Barbara Fitzgeorge, Antonio Puente, Jr., Jesus Salazar, Chris Lutrick
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.