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8434 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 RFP Christina Dormady Yes Utility and Misc Bill Print and Mail Services 8434 SEPTEMBER 17, 2024 SEPTEMBER 17, 2029 24-1752 Contract # 8434 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND FORMMAKER SOFTWARE, INC. (DBA KUBRA) (CONTRACT 8434) THIS CONTRACT is made and entered into this date ______________________, by and between FORMMAKER SOFTWARE, INC. dba KUBRA a TEXAS corporation, whose address is 955 Freeport PKWY, STE 200, Coppell, TX 75019-4459 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 their 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 and/or services in accordance with the City’s document RFP 8434-Utility & Miscelanous Bill Print & Mailing Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s RFP 8434 (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) Insurance Requirements (Exhibit “E”); (f) Contractor’s Proposal (Exhibit "F"); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G"); (h) Contractor’s Service Level Agreement (Exhibit “H”). 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. Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 9/18/2024 Contract # 8434 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 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. Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ______________________________ AUTHORIZED SIGNATURE Printed Name: ______________________ Title: _____________________________ __________________________________ PHONE NUMBER __________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _______________________________ SARA HENSLEY, CITY MANAGER ATTEST: LAUREN THODEN, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 2024-1192121 905-624-2220 President & CEO Rick Watkin Rick.Watkin@kubra.com Christa Foster Customer Service Customer Service Manager 2024-1192176 Contract # 8434 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $3,834,166. Pricing shall be per Exhibit F attached. 2. The Quantities The quantities indicated on Exhibit F 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. 3. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional 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 Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months subject to mutual agreement on the pricing for the extension Term, however the pricing shall not increase more than 10% (with the exception of consumables (paper and envelopes) and postage which are pass through expenses not subject to the cap). 4. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de-escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 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. Notwithstanding the foregoing, Supplier reserves the right to increase consumable pricing (paper and envelopes) based on an industry wide increase which is established through public articles from at least two pulp and paper mills both during the initial term or any renewal term and such increase is not subject to the cap, however such increase is subject to Supplier providing sufficient evidence of the need for such increase. 5. Performance Liquidated Damages Supplier agrees to print and release mail to USPS within the SLA turnaround commitment time 99.9% of the time, contingent on timely receipt of a complete and accurate data file from the City. If there is a violation of the SLA in any month, Supplier will credit the City 1% of the iMail fees for that month (not including consumables and postage) for the first violation in a month and 2% of the iMail fees for that month (not including consumables and postage) for subsequent violations in the same month. Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. 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: Reserved. 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. 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 at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the 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. 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. Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City in the case of any Services performed on-site at City locations 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 Respondent 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. 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 invoice in Accounts Payable. 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. The City may withhold or set off the entire payment or part of any payment otherwise due the Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. reserved; iv. reserved; v. reserved. 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. E. 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. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid 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. 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: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right upon reasonable advance written notice 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 all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 5% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure 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: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: 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. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold 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 Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, 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. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 deliverables as required 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 City may request reasonable compensation for the cost of procuring the deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least thirty days from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. 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 warranty. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE 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. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 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 thirty (30) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such thirty (30) 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 damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the 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. In the event of a material breach of the Contract by the City, Contractor shall have the right to terminate the Contract for cause, by written notice effective forty-five (45) calendar days, unless otherwise specified, after the date of such notice, unless City within such one forty-five (45) day period, cures such default, or provides evidence sufficient to prove to the Contractor’s reasonable satisfaction that such default does not, in fact, exist. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon one hundred eighty (180) calendar days’ prior written notice. Upon receipt of a notice of termination, 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 the notice of delay. Failure to agree on any adjusted price shall be handled under the Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the 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 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 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 FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S 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. C. LIMITATION OF LIABILITY: Contractor shall not be liable for any indirect, consequential, special, incidental, punitive or other damages of any kind or nature whatsoever, whether claimed by City or any other person, which arise out of the provision of the Services or City’s use of or reliance on them, unless such damages are a result of the Contractor’s gross negligence or willful misconduct. City acknowledges and agrees that Contractor’s total liability to City, including any obligations to indemnify City in accordance with this Contract, and the sum of all of City’s remedies against Contractor will in all events not exceed, in the aggregate, the amount City actually paid to Contractor on account of fees under this Contract for the twenty four (24) month period preceding the occurrence in respect of which the claim arose or the statutory limitation for municipalities, whichever is greater. Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Exhibit E 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. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review 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 Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 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. 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, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney 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 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 Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information 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. In order to receive services under this Contract, City may receive access to certain of the Contractor’s confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the Contractor considers confidential) (collectively, “Contractor Confidential Information”). The City agrees that all documents clearly marked as Confidential will be held in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Contractor Confidential Information without the prior written consent of the Contractor or in a manner not expressly permitted under this Agreement, unless the Contractor Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the City promptly notifies the Contractor before disclosing such information so as to permit the Contractor reasonable time to seek an appropriate protective order. Contractor acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material submitted by Contractor to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to any custom deliverables. A. Reserved. B. Copyrights. City and Contractor shall retain all right, title and interest in and to all intellectual property and other proprietary information, including but not limited to, trademarks, copyrights, writings, computer programs, icons, layouts, original artwork and original practice including any modifications, enhancements and/or other derivative works of said Party’s intellectual property that may arise as a result of the performance of the Services by Contractor under this Contract. As to any custom deliverables containing copyrightable subject matter which are identified as custom deliverables on a Statement of Work, 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 custom deliverables not be considered works made-for-hire, the Contractor hereby assigns 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 such 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 further agrees 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 custom 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 custom 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. Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 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. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel 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. 42. 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. 43. 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. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of 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 their designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 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 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. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by 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. 47. 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. 48. 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. 49. 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 Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 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 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. 50. 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. 51. 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. 52. HOLIDAYS: The following holidays are observed by the City: 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) 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 Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 approved by the City Manager of Denton, Texas or their authorized designee. 53. 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. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties 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. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, 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. 56. 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. Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 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 delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR 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 respondent. 59. 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). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, 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. 66. 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. 67. RECORDS RETENTION: The Respondent 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 Respondent 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 Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. 68. EXCLUSIVITY: During the entire Term of this Agreement, City shall solely and exclusively utilize the Contractor as its sole provider of the printing and mailing of utility bills. 69. POSTAGE DEPOSIT: City is required to maintain a postage deposit with Contractor sufficient to cover 2 months’ worth of postage fees. Any excess postage funds will be returned to City upon termination of the Agreement. Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Contract # 8434 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: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Utility and Misc Bill Print and Mailing Services - 8434 INSURANCE REQUIREMENTS Respondent’s attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without l i mit i n g any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- or better. • Reserved. • Liability policies shall be endorsed to provide the following: o Name as Additional Insured the City of Denton, its Officials, Agents, Exhibit E Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Utility and Misc Bill Print and Mailing Services - 8434 Employees and volunteers. o That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. o Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: 1. PROFESSIONAL LIABILITY INSURANCE If CONTRACTOR is a licensed or certified person who renders professional services, then Professional Liability Insurance to provide coverage against any claim which the CONTRACTOR becomes legally obligated to pay as damages arising out of the performance of professional services caused by Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Utility and Misc Bill Print and Mailing Services - 8434 any negligent error, omission or act with minimum limits of $1,000,000.00 per claim, $2,000,000.00 annual aggregate. 2. CYBER/TECHNOLOGY NETWORK LIABILITY AND RISK INSURANCE Cyber/Technology Network Liability and Risk Insurance, inclusive of Information Security and Privacy (first and third party coverage) to provide coverage for any damage caused by a network risk, cyber act or breaches of data and privacy right, the rendering of, or the failure to properly perform professional services for, but not limited to, computer programming, management information systems, negligent system design, disclosure of confidential information, and copyright infringement with minimum limits with minimum limits of $2,000,000.00 per claim. NOTE: Professional Liability Insurance and Cyber/Technology Network Liability and Network Risk Insurance may be combined on one policy with a $3,000,000.00 limit. Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 ITEM Type of Service Requested Estimated Monthly Piece UOM BAFO 1 NCOA Update Change Fee (waived)250 Per Piece $0.00 2 Print Statements/Letters (Simplex) (Includes preprocessing and print; paper included in Materials section.)56,000 Per Piece $0.04200 2a Print Statements/Letters (Simplex) additional pages (Includes preprocessing and print; paper included in Materials section.)800 Per Piece $0.04200 2b Print Alternate Deduct per Statements/Letters if City provides paper and envelopes (Simplex)56,000 Per Piece N/A - KUBRA provides paper and envelopes 2c Print Statements/Letters Additional price (Duplex) (Includes preprocessing and print; paper included in Materials section.)56,000 Per Piece $0.04200 2d Print Statements/Letters Additional price (Duplex) additional pages (Includes preprocessing and print; paper included in Materials section.)200 Per Piece $0.04200 2e Print Alternate Deduct per Statements/Letters if City provides paper and envelopes (Duplex)56,000 Per Piece N/A - KUBRA provides paper and envelopes 3 Print Suppression Fee (waived)20,000 Per Piece $0.00 4 Cost to fold flyers for inserting (56,000 to 112,000)112,000 Per Piece $0.00 4a Insert flyers, brochures, etc. (56,000 to 112,000) ** Please Note, Insertion cost has been moved to Materials Proposal Pricing (F.O.B. Destination) section under line items 20 & 21 and is charged per package 112,000 Per Piece $0.000 5 Migration Cost of 3 years' worth of PDF's 4,106,874 Per Piece $0.004 ITEM UOM BAFO 6 Per month charge $0.01 7 Per month charge $0.00 8 Per month charge $0.00 9 Per month charge $0.00 10 Per Hour $175.00 11 Total Cost $0.00 12 Total Cost $0.00 13 $0.00 Materials Proposal Pricing (F.O.B. Destination): ITEM Description Qty UOM BAFO 19 Roll Fed Color Printing - Fee applied per color impress and includes the actual application of the ink on a document. This fee includes the actual service of printing and the ink consumables Per Piece 0.016 20 Outer Mailing Envelope - Custom Custom #10 OME , 24 WW, WINDOW - 1 3/4 X 4 1/4 , 1 Color , Artline (Includes $0.026 per package for automated insertion of 1 BRE and up to 2 inserts. The $0.026 insertion cost will apply even if the City elects to procure it's own envelopes.)Per Piece 0.07357 21 Outer Mailing envelope - Generic Generic #10 MNE 24WW, Window, 1 3/4 x 4 1/4, 1 color, Artline (Includes $0.026 per package for automated insertion of 1 BRE and up to 2 inserts. The $0.026 insertion cost will apply even if the City elects to procure it's own envelopes.Per Piece 0.05742 RFP 8434 Pricing Sheet for Utility & Miscellaneous Billing Statement Printing & Mailing Service Services Proposal Pricing: Exhibit F Total Cost Total Cost Type of Service Requested Custom Programming as needed Implementation and Startup Cost (Include Worksheet) (Waived) Storage of replica Statements/Letters for City of Denton and Customer view Reporting Cost (waived) Cost to Integrate Billing History page with Paymentus (included) Internal Bill Search Tool (wavied) Diverted Bill Technology Fee (waived) Additional Cost / Ongoing Cost Worksheet not covered above Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 RFP 8434 Pricing Sheet for Utility & Miscellaneous Billing Statement Printing & Mailing Service 22 Business Reply Envelope - Cutom Custom 3 5/8 x 8 5/8 - BRE - 24 # WW - WDW, 1 color Per Piece 0.03812 23 Business Reply Envelope - Generic Generic 3 5/8 x 8 5/8 - BRE - 24 # WW - WDW, 1 Color Per Piece 0.02686 24 9x12 Flat Outer mailing Envelope - Generic 9 1/2 x 12 - 24 #, Open Side, 1 Color, Bottom Window - 3 5/8" x 2 1/2", Artline Per Piece 0.3759 25 8.5 x 11 Roll Paper 24# 2-up, 24#, Roll Fed White Paper Per Piece 0.01264 26 Inserts (Legal Size, Full Color, Front/Back) (Inserts quoted based on specifications)Per Piece Priced Per Request 27 Special Handling - Manual Insertion - Oversized Envelopes 9x12 Per Piece 0.75 28 Optional 4 Color Front/Back Custom Envelopes (Includes $0.026 per package for automated insertion of 1 BRE and up to 2 inserts. The $0.026 insertion cost will apply even if the City elects to procure it's own envelopes.)Per Piece 0.07357 29 Electronic Archive Per Piece 0.01 30 Pricing Notes: 1.Post-implication Professional Services hours are billed out at $175 per hour for adjustments to the in - production system, subject to reasonable increases as determined on an annual basis. An estimate will be created with respect to the number of billable hours required and a statement of work signed prior to work commencing. 2. Adjustments to the in-production system requiring less than 4 hours of total professional services can be managed online within our online support case application. 3. Contractor reserves the right to increase consumable pricing (paper and envelopes) based on an industry wide increase established through public articles from at least 2 pulp and paper mills. 4. Customized consumable orders support a minimum of a 3 month order. 5. Requirements to order or change consumables prior to depletion of current stock will result in additional fees (cost to destroy existing stock and/or premium fee for low volume consumable orders) 6. Upon termination of the agreement City is required to pay for any consumable inventory at the noted fees referenced within this schedule. 7. Requirements to destroy inserts or stock will result in a destruction fee – $0.002 per item 8. The fee for roll fed color printing is applied per impression and includes the actual application of the ink on a document at our TX production facility. 9. In the event that changes are required that would alter the scope defined by this proposal and the subsequent contracted SOW, a Project Change Request (“PCR”) will be initiated. 10. City is required to maintain a postage deposit with Contractor sufficient to cover 2 months’ worth of postage fees. Any excess postage funds will be returned to City upon termination of the Agreement. 11.Contractor is not responsible for the delivery timelines within the postal system and can only control and adhere to SLA with regards to the receipt,production,print,insertion and mail finishing services supported within Contractor’s solution. Total Cost of Materials Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. Formmaker Software Inc. (dba KUBRA) 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. N/A Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B.Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officernamed 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. Formmaker Software Inc. (dba KUBRA) does not have an employment or business relationship 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date X X X 3/3/24 X Exhibit G Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Page 1 EXHIBIT H SERVICES AND SERVICE LEVEL AGREEMENT KUBRA iMail Service Description: The KUBRA iMail solution provides an integrated suite of tools for composing, personalizing, printing, mailing, and archiving documents such as bills, delinquency notices, and general letters. By leveraging DocWeb and the latest technologies for data parsing, document composition, and printing and insertion systems, the KUBRA iMail solution can generate personalized documents with unequalled cosmetic appeal, content integrity, and accuracy. Document Composition • Data receipt & routing - Receipt of your CIS extract billing data in a structured file format from your CIS system via Internet SFTP communication vehicle using PGP encryption software, for data parsing extraction and composition applications • Data extraction & parsing - Data extraction and parsing tools split, parse and route the identified data fields into a relational database for further processing and eventual document composition. • Document composition - The initial design and configuration of the electronic document templates for the monthly utility bills and reminder notice applications. The monthly utility bills and reminder notices would require approximately 10 templates to support the applications in question. These templates are then linked to data elements processed in the extraction and parsing routines. • Business rules application - Sophisticated rules-based logic captures and automates all pre-defined business rules and manual operations associated with traditional document printing and insertion processes. • Postal processing - The postal processing software facilitates address correction/verification (ACE/CASS Certified) editing/reports and the mail stream database is coded (appended with zip + 4 data) and package codes are appended to indicate weight class. These codes are then passed to the pre-sort process to be sorted and qualified for the proper rate categories. The presort software produces all of the necessary documentation (CASS Certificate) needed for mail presentation to the USPS BMEU (Business Mailing Entry Unit). • Personalization/Data management – The DoxsDirect™ composition software applies personalized messaging applications through the use of barcodes for selective insertion (offline). Advanced data mapping and data management applications enable targeted messaging within the document (online/floating text boxes). Bar-codes are also assigned to each document at this stage to support our intelligent insertion equipment, selective insertion applications, amalgamation/commingling of documents and our quality control processes. • Print file construction - City and Contractor shall collaborate on design of City facing documents, including bills and invoices. Data elements and the associated document templates are composed and assembled into electronic documents and rendered into a print file for routing and on-demand production printing at our document production facility. Document Printing • High-volume printing – Dynamic laser printing of the composed print file via our distributed print network environment. Quality control checks and balances along with our bar-coding technology ensure the highest levels of data integrity, accuracy and document print quality. Document Insertion • Intelligent folding and insertion – Bills are grouped, based on barcode identifiers, folded, Business Reply Envelope (BRE) and selective/global inserts sourced and the items inserted into Outer Mailing envelopes (OME). Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Page 2 • Selective and global insertion - Through the use of barcodes and our database management software, inserts are selectively or globally sourced from a series of insert stations (6 insert stations) and added to the document package for insertion into the mailing envelope • Postal sorting and mail finishing - Processed mail packages are applied with the appropriate postage based on the job account profile information. The sequence of the mail packages is predetermined from the Postal Processing step. Mail packages are grouped, containerized and labelled according to postal processing regulations. • Postal facility delivery - The finished mail pieces are audited and delivered for postal processing and recipient delivery supporting the defined Service Level Agreement (see SLA Terms and Conditions). SERVICE LEVEL AGREEMENT General: Contractor shall provide reports of its performance against the Service Levels on a monthly basis. Service Levels shall be applicable 90 days after the Production-Ready Date. Contractor will use reasonable efforts to provide the Services in accordance with the performance standards (“Service Levels”) set forth in the Service Level Schedule. Performance at or above a Service Level shall constitute satisfactory performance by Contractor. In the event that, at any time, a monthly Service Level report shows any material failure by Contractor to meet any of the Service Levels, Contractor shall: (i) within thirty (30) days after the date of delivery of such report, deliver to City a remedial plan showing in reasonable specificity and detail (A) Contractor’s findings regarding the causes for such failure to meet Service Levels and (B) a remedial plan of actions reasonably designed to eliminate, prevent or reduce the future likelihood of recurrence of such causes; and (ii) diligently proceed to carry out such plan. Except for City’s right to terminate for material breach in the event that repeated, frequent, or specific material failures by Contractor to meet Service Levels constitute a material breach of this Agreement, the foregoing shall constitute the sole and complete remedy for City with respect to the corresponding failures by Contractor to meet Service Levels. Supplier agrees to print and release mail to USPS within the SLA turnaround commitment time 99.9% of the time, contingent on timely receipt of a complete and accurate data file from the City. If there is a violation of the SLA in any month, Supplier will credit the City 1% of the iMail fees for that month (not including consumables and postage) for the first violation in a month and 2% of the iMail fees for that month (not including consumables and postage) for subsequent violations in the same month. Timeliness of Implementation The implementation time line starts from the date of contract signing (Effective Date) and is primarily based on the number of print streams to be parsed, the number of templates to be created, as well as the number of non-standard features required. Once the City implementation documentation is completed, the number of print streams is known, and the number of bill templates is known, then Contractor can calculate how long the implementation will take. Contractor will present a draft project plan during the kick-off meeting and City will then have the opportunity to determine if it will meet the time estimates Contractor has identified for the City’s tasks. Once both the City and Contractor have agreed on the project plan, every reasonable effort on both parties part must be made to meet this time line. Potential delays must be identified at least as soon as known, so that both parties can make suitable adjustments to the time line. If Contractor is the cause of the project’s delay, Contractor will make every reasonable effort to resolve the issue (s), including applicable internal escalation procedures, in order to ensure that the issue(s) will be resolved and new completion times will be estimated. If the City is the cause of the project’s delay, the City will make every reasonable effort to resolve the issue (s). Failure to resolve the issue(s) in a timely manner, which causes Contractor assets to be idle, will result in the reassignment of said assets to other projects and the City’s project will be moved to the Contractor project queue to be rescheduled as soon as the above mentioned resources become available. Management Reporting Frequency and Content Contractor will supply daily, weekly and monthly reporting, as needed, to the City accessible via the Admin Console. A complete list of all reports accessible via this application is available in the i-Direct product user guide. Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Page 3 Replacement Systems In the event that any applicable system or function used by Contractor to provide a Service is replaced during the Term by a comparable system or function, the Service Level shall, to the extent reasonably practicable, be defined during the first sixty (60) days of operation of such replacement system or function, provided that such Service Level shall be established at a level intended to achieve performance at least the same as or better than performance under the Service Level associated with the replaced system or function. Storage Standard retention period for bill images is thirty (36) months. Historical bill images may be loaded into the Service at the election of City; such election will be noted in the Services Fee Schedule, if applicable. Purging of City data, beyond the selected retention period described in the Services Fee Schedule, will be at the election of Contractor. Contractor is not the system of record and the City has the obligation to retain City data on a permanent basis, or for any other City need, and agrees that the loss or destruction of any such data will not result in any liability to Contractor. Additional Storage Contractor may provide storage services for City Data beyond the standard period included in the Services, at the election of City, which will be invoiced at the then-current Additional Storage Fee rate and described in the Services Fee Schedule. Account Volume Growth Batch windows and service levels are based on current account volumes as of the Commencement Date. Batch windows and service levels may be adjusted by Contractor in consultation with City should account volumes exceed 20% growth in a given month. Commitment to Data Security Contractor will keep its security practices current by performing independent third party audits. Requests for audit results will be made through the Team Leader during the implementation process and to the assigned Project leader once the system is in full production. Commitment to Continuous Application and Technology Upgrades Contractor will upgrade systems and application technology regularly in order to provide the most efficient servicing for our Citys. Planned system upgrades will be reported to the City via an e-mail notice. Upon giving reasonable advance notice to City, Contractor at its expense may make any modifications, changes, adjustments or enhancements to the Services, which it considers being suitable or which are required by law or governmental regulation. Documentation of Changes Any additions or modifications to Service Levels shall be documented in a written amendment to the Agreement Customer Support: Support Hours Post Production, Contractor will provide client support weekdays 8:00 am ET to 8:00 pm ET, excluding holidays. Client support required at another time will be based upon the severity of the problem. Contact will be made in accordance with the support defined below. Telephone support services, available Monday to Friday 8:00 am ET to 8:00 pm ET excluding holidays, will include assistance related to routine questions regarding use of the KUBRA iMail system, assistance in identifying and verifying the causes of suspected errors or malfunctions in the KUBRA iMail system, advice on detours for identified errors or Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Page 4 malfunctions, where reasonably available and correction of reproducible errors of the KUBRA iMail system that cause the applicable KUBRA iMail system to deviate materially from the applicable documentation. After Hours Support Contractor will provide support outside of regular business hours as needed. Although your dedicated support team will be unavailable, general support will still be available for any Production related issue. With that in mind please attempt to make solution specific requests for changes during business hours and use after hours support for service interruptions and issues. On-site Support On-site services will be provided at the City's reasonable request. Contractor shall charge City for such on-site services at Contractor's then-current rates, plus reasonable travel costs and other out-of-pocket expenses directly incurred in performing such services, provided City has agreed to pay for on-site services in advance. However, City shall have no obligation to pay for services rendered as a result of a failure of the Contractor solution to satisfy the Service Level Agreement set forth herein, where Contractor determines in its sole discretion, that such services must be performed on- site at City’s premises. Escalation Procedures In order to properly track and monitor, all issues must be reported to Contractor Support via the dedicated 800 telephone number and / or to clientsupport@KUBRA.com City may also elect to escalate an issue directly to your dedicated Customer Relationship Manager. KUBRA iMail Service Levels: Platinum: The Platinum Service Level Agreement for document production and distribution provides 12-hour turnaround from receipt of original data extract files to the delivery of finished mail pieces to the postal facility (USPS). Receipt of data extract files will be in accordance with the File Receipt schedule parameters defined by the specific SLA (Service Level Agreement) Gold Plus: This is the Service Level which is applicable to the City Services. The Gold Service Level Agreement for document production and distribution provides for up-to a 24 hour turnaround time from receipt of original data extract files to the delivery of finished mail pieces to the postal facility (USPS) pending the file receipt schedule criteria. Receipt of data extract files will be in accordance with the File Receipt schedule parameters defined by the specific SLA (Service Level Agreement). The Gold Plus Service level means that the Services will continue to receive the Gold SLA throughout the month and will not be migrated to a lower SLA classification the first week of the month. Silver: The Silver Service Level Agreement for document production and distribution provides for up-to a 48-hour turnaround from receipt of original data extract files to the delivery of finished mail pieces to the postal facility (USPS) pending the file receipt schedule criteria. Receipt of data extract files will be in accordance with the File Receipt schedule parameters defined by the specific SLA (Service Level Agreement) File Receipt Schedule: Service Level File Receipt (Mon-Fri) Postal Delivery Platinum Prior to 6:00 AM Same Day (6:00 PM) Gold Prior to 6:00 PM Next Business Day (6:00 PM) Silver Prior to 6:00 PM Two Business Days (6:00 PM) Notes: ▪ Platinum SLA requires that the files arrive and are approved / released (if applicable) prior to 6:00 AM for same day delivery (6:00 PM). Files received from 6:01 AM to 6:00 PM will be produced next day (by 6:00 PM). ▪ Gold SLA requires that the files arrive and are approved/released (if applicable) by 6:00 PM for next day business delivery by 6:00 PM (24 hours). Files received 6:01 PM to 11:59 PM will be produced with 48 hours (2 business days). Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Page 5 ▪ Silver SLA requires that the files arrive and are approved/released (if applicable) by 6:00 PM for 48 hour turnaround (2 business days) ▪ USPS mail centers do not accept pre-sorted mail on Saturdays or National holidays so files received beyond 6:00 AM on Friday or the day before a national holiday will not be delivered to the USPS until Monday or the first business day after the holiday. ▪ Errors in data files that require delayed processes and additional delivery of billing files will further impact Contractor’s ability to adhere to the noted SLA. ▪ If there is a Data error the regular SLA process will not be honored. The SLA will be recalculated from the time the account is released for normal processing. ▪ Last minute work requests from Billers that are required to be implemented for full production with respect to the production run in question may delay Contractor’s ability to executed on the noted SLA ▪ All transmissions must be scheduled (at minimum) by 11:59 pm the previous calendar day. Jobs cannot be scheduled same day. Unscheduled jobs will be accepted however the SLA will be migrated to the lower classification (i.e. A City that is supported by a Gold SLA would receive Silver SLA during the first week of each month). ▪ Late transmissions will be received up until 11:59 the same calendar day after which the entry will be automatically cancelled. Therefore, the transmission must be rescheduled for the next calendar day unless it can be amalgamated with a previously scheduled transmission. Services Level Failures: Excused Performance Problems Contractor shall not be liable to City for any failure to meet a Service Level to the extent that such failure is attributable to: (i) a Force Majeure event; or (ii) acts or omissions of City that directly impact the Contractor’s ability to provide services; or (iii) breaches of the Agreement by City. The foregoing is referred to herein collectively as an “Excused Performance Problem.” A Force Majeure event means an act beyond the reasonable control of Supplier causing delays or failures in performance. Such acts shall include but not be limited to acts of God, strikes, lock-outs, riots, acts of war, acts of terrorism, epidemics, governmental regulations imposed after the fact, fire, earthquakes, floods or other disasters. Single Point of Contact Regardless of whether any failure by Contractor to meet a Service Level is attributable to Contractor or an Excused Performance Problem, and without limitation on Contractor’s obligations to address such failure as otherwise specified in this Agreement, Contractor shall provide a single point of contact in the form of a toll-free number to address resolution of such failure and shall act promptly to address the problem causing the failure. Incident Management All incidents that occur and affect City directly and/or indirectly will be managed to resolution by your Support Team with ongoing communication to City. Resolution of incidents at Contractor is facilitated through: ▪ Contractor incident management 7 X 24 based on the severity of the issue defined hereto. ▪ Contractor analysts will track incidents to ensure that they are resolved in a timely manner. Resolution may be in the form of a transfer to the City’s own support service where appropriate. ▪ Escalation of any incident to Contractor management at any time. ▪ Communication to all necessary parties as detailed in the contact lists agreed with the City. ▪ Classification of the severity level of each incident in accordance with Contractor’s Incident Classification Standard ▪ Integrity and completeness of Incident records. Incident Classification Standard Contractor shall use all commercially reasonable efforts to respond to incident reports according to the following schedule: Incident Classification Action 1 Action 2 Action 3 Severity Level 1 1 hour 1 business day 15 business days Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Page 6 Severity Level 2 1 hour 1 business day 30 business days Severity Level 3 1 hour 15 business days 45 business days Severity Level 4 1 hour 45 business days as appropriate Incident Classification Definition Severity Level 1 Fatal: Errors preventing all useful work from being done as reasonably determined by City and Contractor. Severity Level 2 Severe Impact: Errors, which disable major functions from being performed as reasonably determined by City and Contractor. Severity Level 3 Degraded Operations: Errors disabling only certain nonessential functions as reasonably determined by City and Contractor. Severity Level 4 Minimal Impact: Minor and cosmetic issues as reasonably determined by City and CONTRACTOR. Action Classification Action 1 Acknowledgement of receipt of reported issue or error Action 2 Provide patch, workaround, temporary fix and document corrective action Action 3 Official object code fix, update or major release and/or updated documentation Incidents are tracked via a work request “ticket” that documents all correspondence through its entire “life cycle”. The ticket is also used to collect vital information for the change management logs which detail all issues and the subsequent adjustments and revisions to the solution in question. Note: Business days are Monday to Friday, excluding national holidays. Docusign Envelope ID: C0345F5B-3A96-4ACE-A503-C5E6F346B679 Certificate Of Completion Envelope Id: C0345F5B3A964ACEA503C5E6F346B679 Status: Completed Subject: Please DocuSign: City Council Contract 8434 Utility and Misc Bill Printing and Mailing Services Source Envelope: Document Pages: 39 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Christina Dormady AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 christina.dormady@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 7/22/2024 4:25:08 PM Holder: Christina Dormady christina.dormady@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 7/22/2024 4:32:36 PM Viewed: 7/22/2024 4:32:47 PM Signed: 7/22/2024 4:33:13 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: 198.49.140.10 Sent: 7/22/2024 4:33:16 PM Viewed: 7/23/2024 9:29:03 AM Signed: 7/23/2024 9:30:17 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 7/23/2024 9:30:19 AM Viewed: 7/24/2024 5:08:06 PM Signed: 7/24/2024 5:12:03 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rick Watkin Rick.Watkin@kubra.com President & CEO Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 99.225.112.29 Sent: 7/24/2024 5:12:08 PM Viewed: 7/25/2024 8:14:02 AM Signed: 7/25/2024 9:07:47 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2024 8:14:02 AM ID: 47acb79e-16ed-46a7-8853-93967ee8fb3b Signer Events Signature Timestamp Christa Foster Christa.foster@cityofdenton.com Customer Service Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 7/25/2024 9:07:50 AM Resent: 7/31/2024 10:53:16 AM Viewed: 7/31/2024 10:56:05 AM Signed: 7/31/2024 10:56:26 AM Electronic Record and Signature Disclosure: Accepted: 7/31/2024 10:56:05 AM ID: 76eebaef-aec1-480a-aeb6-fc46fd60f6b2 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: 7/31/2024 10:56:31 AM Viewed: 9/18/2024 8:50:08 AM Signed: 9/18/2024 8:51:07 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: 9/18/2024 8:51:11 AM Viewed: 9/18/2024 9:06:29 AM Signed: 9/18/2024 9:06:37 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lauren Thoden lauren.thoden@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/18/2024 9:06:41 AM Viewed: 9/18/2024 10:11:42 AM Signed: 9/18/2024 10:11:59 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign 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: 7/22/2024 4:33:15 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Vicky Edwards vicky.edwards@kubra.com Security Level: Email, Account Authentication (None) Sent: 7/24/2024 5:12:06 PM Viewed: 7/25/2024 7:47:06 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 7/31/2024 10:56:30 AM Viewed: 8/1/2024 8:05:42 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 9/18/2024 10:12:04 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Christa Foster Christa.foster@cityofdenton.com Customer Service Manager Security Level: Email, Account Authentication (None) Sent: 9/18/2024 10:12:05 AM Electronic Record and Signature Disclosure: Accepted: 7/31/2024 10:56:05 AM ID: 76eebaef-aec1-480a-aeb6-fc46fd60f6b2 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/22/2024 4:32:36 PM Envelope Updated Security Checked 7/29/2024 9:07:48 AM Envelope Updated Security Checked 7/29/2024 3:05:07 PM Certified Delivered Security Checked 9/18/2024 10:11:42 AM Signing Complete Security Checked 9/18/2024 10:11:59 AM Completed Security Checked 9/18/2024 10:12:05 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Rick Watkin, Christa Foster, Christa Foster How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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